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Agenda Packet City Council - 05/22/2012
Corpus Christi Meeting Agenda - Final City Council 1201 Leopard St Corpus Christi, TX 78401 CCtexas.com Tuesday, May 22, 2012 12:00 PM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 4:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles- espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361- 826 -3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Proclamations B. Call meeting to order. C. Invocation. D. Pledge of Allegiance. E. Roll call. F. MINUTES: 1. 12 -00347 Approval of Meeting Minutes - May 15, 2012. Attachments: Minutes - May 15, 2012.pdf G. BOARDS & COMMITTEE APPOINTMENTS: (NONE) H. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action Corpus Christi Page 1 Printed on 6/18/2012 City Council Meeting Agenda - Final May 22, 2012 specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. I. CONSENT AGENDA NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and /or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. Purchase of wastewater lift station replacement pumps 2. 12 -00286 Motion approving the purchase of six (6) Wastewater Lift Station Replacement Pumps from Xylem Water Solutions USA, Inc., Corpus Christi, Texas, in accordance with Bid Invitation No. BI- 0058 -12 based on lowest responsible bid in the amount of $137,505.34. Funds have been budgeted by the Wastewater Department Fund in FY 2011 -2012. Attachments: Agenda memo - Lift station replacement pumps Bid Tab - Lift station replacement pumps.xls Approval of reimbursement agreement for proposed water improvements for proposed industrial development on Hwy 44 (Bronco Road) 3. 12 -00287 Motion approving the Grid Main Extension Construction and Reimbursement Agreement submitted by Commercial Metals Company, owner and developer of CMC Subdivision Lot 4A, located north of Hwy. 44 (Agnes St.) on Bronco Road for the extension of an 8 -inch and 12 -inch grid main line, including all related appurtenances. 12 -00295 Attachments: Agenda Memo - Commercial Metals Company Exhibits 1 - 5 Agreement - Commercial Metals Company Ordinance appropriating $415,070.00 from the No. 4030 Water Arterial Transmission & Grid Main Trust Fund to reimburse Commercial Metals Company, for the extension of a 12 -inch grid main line, including all related appurtenances for development of CMC Subdivision Lot 4A, as specified in the Water Grid Main Line Extension Construction and Reimbursement Agreement Attachments: Agenda memo - Commercial Metals Company Ordinance - CMC Appropriation Re Water & Grid Main Trust Fund J. EXECUTIVE SESSION: PUBLIC NOTICE is given that the City Council may elect to go into executive session at Corpus Christi Page 2 Printed on 6/18/2012 City Council Meeting Agenda - Final May 22, 2012 any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. In the event the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding office. 5. 12 -00349 Executive session pursuant to Section 551.087 of the Texas Government Code to deliberate regarding confidential commercial or financial information received from Schlitterbahn Waterpark that the City Council seeks to have locate, stay or expand within the City and with which the City is conducting economic development negotiations and to deliberate possible offers of financial or other incentives to said business prospect with possible discussion and action in open session. K. PUBLIC HEARINGS: (NONE) L. REGULAR AGENDA The following items are motions, resolutions and ordinances that will be considered and voted on individually. Appropriation for emergency removal of storm debris 6. 12 -00352 Ordinance appropriating $500,000 from the unappropriated fund balance in the No. 1020 General Fund for the removal, mulching, and disposal of brush and debris which resulted from severe thunderstorms and wind that occurred May 10, 2012; changing the FY2011 -12 operating budget adopted by Ordinance 029155 by increasing appropriations by $500,000; and declaring an emergency. Attachments: Agenda Memo 500K Brush Appropriation EHord362 SW Emer Brush Clearing 20120517[11 Letter to CM - Solid Waste Contracts for construction, materials testing, and professional services for Staples Street Phase 1 improvements 7. 12 -00226 Motion authorizing the City Manager, or designee, to execute a Construction Contract with Reytec Construction Resources, Inc of Houston, Texas in the amount of $6,530,816.95 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for Additive Alternate No. 1 (Bond 2008). Attachments: Agenda Memo - Staples Street Phase 1 PROJECT BUDGET.xls MAP. pdf Presentation - Staples Phase 1 (2) 12 -00227 Motion authorizing the City Manager, or designee, to execute a Construction Corpus Christi Page 3 Printed on 6/18/2012 City Council Meeting Agenda - Final May 22, 2012 Materials Testing Agreement with Tolunay -Wong Engineers, Inc of Corpus Christi, Texas in the amount of $89,400.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008). Attachments: PROJECT BUDGET.xls MAP. pdf Testing Agreement - Staples Street Phase 1 9. 12 -00228 Motion authorizing the City Manager, or designee, to execute Amendment No. 7 to a Contract for Professional Services with LNV Engineering, Inc of Corpus Christi, Texas in the amount of $98,560.00 for a restated fee of $1,043,795.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for Construction Inspection Services (Bond 2008). Attachments: Agenda Memo - Staples Street Phase 1 PROJECT BUDGET.xls MAP. pdf Amendment 7 - Staples Street Phase 1 Resolution regarding use of remaining proceeds from Bond 2008 10. 12 -00221 Resolution Supporting the Use and Commitment of Necessary Funding of any Remaining Bond 2008 - Street Proceeds to fund additional projects requested by the City Council. Attachments: Agenda Memo - Resolution Remaining BI 08 Street Funds Location Map - Bond 08 Street Proceeds Resolution - Remaining BI 08 Street Proceeds Schlitterbahn project Type A agreement and appropriation of funds 11. 12 -00327 Ordinance appropriating $5,000,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ("Type A Corporation ") to North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), to be paid to Schlitterbahn's general partner North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $5,000,000; and declaring an emergency Attachments: Agenda memo - Schlitterbahn Type A ORDINANCE Schlitterbahn Type A 5 -7 -12 12. 12 -00328 Resolution approving a business incentive agreement for the creation and Corpus Christi Page 4 Printed on 6/18/2012 City Council Meeting Agenda - Final May 22, 2012 retention of jobs between the Corpus Christi Business and Job Development Corporation ("Type A Corporation ") and North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), which provides a grant of up to $5,000,000, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Schlitterbahn Business Incentive Agreement for the creation and retention of jobs Attachments: Agenda memo - Schlitterbahn Type A RESOLUTION Schlitterbahn Type A 5 -7 -12 Business Incentive Project Service Agreement - Schlitterbahn Signed Business Agmt Type A- 05182012 Schlitterbahn project economic development incentive agreement 13. 12 -00326 Resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Upper Padre Partners, LP, and North Padre Waterpark Holdings, LTD, ( "Agreement ") for certain economic development grants up to approximately $112,116,878 to be paid to Upper Padre GP, Inc, general partner of Upper Padre Partners, LP, for development of a Schlitterbahn waterpark resort project together with certain public improvements by Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for the benefit of the City Attachments: Agenda Memo Schlitterbahn Chapter 380 Resolution - Schlitterbahn Chapter 380 SB 380 with Ex, signed- 05182012 M. FIRST READING ORDINANCES (NONE) N. FUTURE AGENDA ITEMS AND UPDATES TO CITY COUNCIL The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. Type A grant for investment and expansion of a cycle business in downtown Corpus Christi 14. 12 -00289 Ordinance appropriating $200,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ("Type A Corporation ") to Plant Bikes LLC ("Rugged Cycles ") for building improvements Corpus Christi Page 5 Printed on 6/18/2012 City Council Meeting Agenda - Final May 22, 2012 to expand their current location in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $200,000; and declaring an emergency Attachments: Agenda memo - Rugged Cycles ORDINANCE Rugged Cycles 4 -26 -12 15. 12 -00332 Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ("Type A Corporation ") and Plant Bikes LLC ("Rugged Cycles "), which provides a grant of up to $200,000 for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Rugged Cycles Business Incentive Agreement for the creation and retention of jobs. Attachments: Agenda memo - Rugged Cycles RESOLUTION Rugged Cycles 4 -26 -12 Business Incentive Agreement - Rugged Cycles Rugged Cycles Business Support Agreement Type A City Rugged Cycles Certification of Funds B O. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 4:00 P.M., OR AT THE END OF THE COUNCIL MEETING, WHICHEVER IS EARLIER. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. IF YOU PLAN TO ADDRESS THE COUNCIL DURING THIS TIME PERIOD, PLEASE SIGN THE FORM AT THE REAR OF THE COUNCIL CHAMBER, GIVING YOUR NAME, ADDRESS AND TOPIC. (A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary.) PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. Corpus Christi Page 6 Printed on 6/18/2012 City Council Meeting Agenda - Final May 22, 2012 P. CITY MANAGER'S COMMENTS: Update on City Operations Q. ADJOURNMENT Corpus Christi Page 7 Printed on 6/18/2012 , -,'1,� 7201 Leopard St ` � Corpus Christi ,�� Corpus Christi,TX 78401 CCtexas com Meeting Minutes Draft City Council Tuesday,May 15,2012 12:00 PM Council Chambers A. Proclamations Mayor Adame read the following Proclamations: Proclamation declaring May 6-12,2012 as"Water Utilities Awareness Week" Proclamation declaring May 2012 as"Motorcycle Safety and Awareness Month" Proclamation declaring May 2012 as"Odler Americans Month" Proclamation declaring May 2012 as"Lupus Awareness Month" Swearing-in ceremony of newly appointed Board,Commission and Committee members B. Call meeting to order. Mayor Adame called the meeting to order. Present: 9- Mayor Joe Adame,Council Member Chris Adler,Council Member Kelley Allen„Coundl Member Lawry Ehzondo,Council Member Priscilla Leal,Council Member David Loeb,Council Member John Marez,Council Member Nelda Martinez„and Council Member Mark Scott C. Invocation. The invocation was delivered by Council Member John Marez. D. Pledge of Allegiance. The Pledge was led by Council Member Kelley Allen. E. Roll call. City Secretary Chapa verified that the necessary quorum of the council and the required Charter officers were present to conduct the meeting: Council Members Present: Joe Adame,Chris Adler,Kelley Allen,Larry Elizando,Priscilla Leal,David Loeb,John Marez,Nelda Martinez and Mark Scott Charter Officers Present: City Manager Ron Olson,City Attorney Carlos Valdez and City Secretary Armando Chapa. F. MINUTES: 1. Approval of Meeting Minutes- May 8, 2012. Corpus Christi Page! Printed on W12012 City Council Meeting Minutes - Draft May 15, 2012 A motion was made by Council Member Martinez, seconded by Council Member Marez to approve the minutes as presented and passed with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 G. BOARDS & COMMITTEE APPOINTMENTS: (NONE) I. CONSENT AGENDA 2. 3. Mayor Adame called for consideration of the Consent Agenda, Items 2 through 17. Item No 2 was pulled for individual consideration and voted on separately. The remaining consent items were approved by one vote. Service agreement for street sweeping services Motion approving a service agreement with Coastal Maintenance Concepts, LLC /Deluxe Finance Inc.,Corpus Christi, Texas for street sweeping services in accordance with Bid Invitation No. BI- 0086 -12, based on lowest responsible bid, for an estimated two -year expenditure of $587,484 of which $73,435.50 is required for the remainder of FY 2011 -2012. The term of the agreement shall be for twenty -four months with an option to extend for up to two additional twelve month periods, subject to the approval of the supplier and the City Manager, or designee. The service will be administered by the Storm Water Department The foregoing motion was passed and approved with the following vote: Aye: 9- Mayor Adame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -085 Acceptance of State grant and appropriation of funds for safety belt enforcement program Motion authorizing the City Manager or his designee to accept grant funding in the amount of $23,992.90 from the Texas Department of Transportation for the Click It or Ticket (CIOT) Selective Traffic Enforcement Project (STEP) for occupant protection enforcement overtime within the Police Department and to execute all related documents. The foregoing motion was passed and approved with the following vote: Corpus Christi Page 2 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 4. 5. 6. Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -086 Ordinance appropriating $23,992.90 from the Texas Department of Transportation for funding of the Click It or Ticket (CIOT) Selective Traffic Enforcement Project (STEP) within the Police Department in No. 1061 Police Grants Fund; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: Ord. 029472 Acceptance of Federal sub -grant and appropriation of funds for purchase of equipment for port security Motion authorizing the City Manager or designee to accept a sub -grant in the amount of $244,302 from the Department of Homeland Security FEMA for funding eligible under the 2011 Port Security Grant Program (PSGP) grant to purchase law enforcement equipment for the Police Department. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -087 Ordinance appropriating $244,302 in the No. 1061 Police Grants fund from the Department of Homeland Security FEMA for funding eligible under the 2011 Port Security Grant Program (PSGP) grant to purchase law enforcement equipment for the Police Department, and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Corpus Christi Page 3 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 7. 8. 9. Abstained: 0 Enactment No: Ord. 029473 Purchase of mobile interoperable communications vehicle for Police Department Motion approving the purchase of a Mobile Interoperable Communications Vehicle for the Corpus Christi Police Department and regional users, from LDV, INC., Burlington, Wisconsin based on the Cooperative Purchasing Agreement with the State of Texas for a total amount of $229,814. Funds are available through the Port Security Grant Program (PSGP). The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -088 Acceptance of State grant and appropriation of funds for diabetes prevention program Resolution authorizing the City Manager or designee to accept a grant of $80,000 from the Texas Department of State Health Services to provide diabetes prevention and management services and to execute all related documents; and to ratify acceptance of the grant to begin as of March 30, 2012. The foregoing resolution was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: Res. 029474 Ordinance appropriating a grant of $80,000 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund to provide diabetes prevention and management services; and declaring an emergency. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Corpus Christi Page 4 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 Abstained: 0 Enactment No: Ord. 029475 Agreement allowing developer to defer required wastewater improvements prior to final plat of property located at 1026 S. Navigation Blvd. 10. Motion authorizing the City Manager to execute a Deferment Agreement with Thomas Davis, (Developer), in the amount of $49,978.50 to allow for the recording of the Saxet Industrial, Block 2, Lot 1 plat without having the required public improvements in place per Article 8.1.10 of the Unified Development Code. Recording of the plat will be subject to acceptance of a Letter of Credit for the amount of the deferred public improvements. 11. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -089 Participation Agreement with CCISD for City's portion of costs related to Southside Middle School Tract development Motion authorizing the City Manager, or his designee, to execute a Participation Agreement with Corpus Christi Independent School District, Developer of CCISD - Southside Middle School Tract, in the amount of $238,496.10 for the City's portion of the cost of the Ennis Joslin Road Bridge over Ditch 29, in accordance with the Unified Development Code. The foregoing motion was passed and approved with the following vote: Aye: 8- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez and Council Member Martinez Abstained: 1 - Council Member Scott Enactment No: M2012 -090 Advance Funding Agreement with TxDOT for 2012 ADA Citywide Curb Ramp Replacement 12. Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the adjustment of wastewater manholes, gas valves, and water valves within the project's scope of TXDOT's ADA Curb Ramps City -wide 2012 Program, with the City's participation in the amount of $17,473. Corpus Christi Page 5 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 The foregoing resolution was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: Res. 029476 Advance Funding Agreement with TxDOT for utilities work related to McKinzie Road Improvements project 13. Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement with the Texas Department of Transportation (TXDOT) for the adjustment of wastewater manholes, gas valves, and water valves within the project's scope of TXDOT's FM 3386 (McKinzie Road) from IH 37 to three miles south of IH 37, with the City's participation in the amount of $24,282. The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: Res. 029477 Street closure application for Discover Downtown Music and Film Festival 14. Motion approving the application for street closure from Moondogger Productions to temporarily close the following street sections for the Discover Downtown Music and Film Festival to take place Friday, May 18, 2012 and Saturday, May 19, 2012. The temporary street closure of north bound Shoreline Boulevard between Buford Street and Coopers Alley, beginning at 3:00 p.m. Friday, May 18, 2012 and ending at 12:00 a.m. Sunday, May 20, 2012. The temporary street closure of south bound Shoreline Boulevard between Furman Avenue and Kinney Street, beginning at 3:00 p.m. Friday, May 18, 2012 and ending at 12:00 a.m. Sunday, May 20, 2012. The temporary street closure of Park Avenue between south bound Shoreline Boulevard and north bound Shoreline Boulevard, beginning at 3:00 p.m. Friday, May 18, 2012 and ending at 12:00 a.m. Sunday, May 20, 2012. Corpus Christi Page 6 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 The temporary street closure of Kinney Street between south bound Shoreline Boulevard and north bound Shoreline Boulevard, beginning at 3:00 p.m. Friday, May 18, 2012 and ending at 12:00 a.m. Sunday, May 20, 2012. The foregoing motion was passed and approved with the following vote: Aye: 9 - Abstained: 0 MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Enactment No: M2012 -091 Second Reading Ordinance - Appropriation of funds to reimburse police overtime costs for special event 15. Ordinance appropriating $30,301.57 from HITS, INC. for Police overtime reimbursement for the HITS Marathon held on February 18 -19, 2012, changing the FY 2011 -2012 Operating Budget adopted by Ordinance No. 029155 by increasing revenue and expenditures in the General Fund No. 1020 by $30,301.57 each. (First Reading - 05/08/12) The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: Ord. 029478 Second Reading Ordinance - Code amendment regarding "vulnerable road users" protection 16. Ordinance adding a new Section 53 -15 to the Corpus Christi Code of Ordinances relating to restrictions on operating a motor vehicle near a vulnerable road users; creating an offense; providing for penalties; providing for severance; providing for publication; providing for an effective date. (First Reading - 5/08/12) The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 8- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Nay: 1 - Council Member Leal Abstained: 0 Corpus Christi Page 7 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 Enactment No: Ord. 029479 Second Reading Ordinance - Amendment to Code of Ordinances regarding regulation of illegal smoking products 17. Ordinance amending Chapter 33, Code of Ordinances, City of Corpus Christi, by adding a new Article (IX) to regulate illegal smoking products and related paraphernalia and by specifically negating a requirement of a culpable mental state; providing for penalties; providing for severance; providing for publication. (First Reading - 05/08/12) The foregoing ordinance was passed and approved on second reading with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No Ord. 029480 J. EXECUTIVE SESSION: (NONE) K. PUBLIC HEARINGS: (NONE) L. REGULAR AGENDA Construction contract to replace wastewater lift station force main 18. Motion authorizing the City Manager, or designee, to execute a construction contract with Bridges Specialties, Inc. of Sandia, Texas in the amount of $1,593,083.32 for the McBride Lift Station Force Main Replacement for the Base Bid. Note: This item had a scrivener error. The amount was posted as $1,543,083.32 and should have been $1,543,083.67. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -092 Appropriation of funds and approval of contract to renovate Ayers Municipal Service Center fuel station 19. Ordinance appropriating $198,096.94 from the Maintenance Services Corpus Christi Page 8 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 Unreserved Fund Balance No. 5110 for the Ayers Municipal Service Center Fuel Station Renovation, changing the FY2011 -2012 Operating Budget adopted by Ordinance No. 029155 by increasing expenditures by $198.096.94. An emergency was declared and the foregoing ordinance was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: Ord. 029481 20. Motion authorizing the City Manager, or designee, to execute a construction contract for the Base Bid and Additive Alternate No. 1 with Facility Solutions Group, Inc. of Austin, Texas, in the amount of $154,175.00 for the Ayers Municipal Service Center Fuel Station Renovation. The foregoing motion was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: M2012 -093 Resolution requesting that Nueces County add a Child Safety fee to fund school crossing guard program 21. Resolution requesting the Nueces County Commissioners Court to add a child safety fee of $1.50 per vehicle registered in Nueces County, pursuant to Section 502.403 of the Transportation Code, to be made effective January 1, 2013. The foregoing resolution was passed and approved with the following vote: Aye: 9- MayorAdame, Council Member Adler, Council Member Allen, Council Member Elizondo, Council Member Leal, Council Member Loeb, Council Member Marez, Council Member Martinez and Council Member Scott Abstained: 0 Enactment No: Res. 029482 M. FIRST READING ORDINANCES: (NONE) N. FUTURE AGENDA ITEMS AND UPDATES TO CITY COUNCIL Mayor Adame referred to the Future Agenda section of the agenda, Items 22 Corpus Christi Page 9 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 through 31. Mayor Adame stated that these items are for informational purposes only and that no action or public comment would be taken at this item. Staff provided a presentation on Item Nos. 23, 24, 25, 26, 29, 30 and 31. Purchase of wastewater lift station replacement pumps 22. Motion approving the purchase of six (6) Wastewater Lift Station Replacement Pumps from Xylem Water Solutions USA, Inc., Corpus Christi, Texas, in accordance with Bid Invitation No. BI- 0058 -12 based on lowest responsible bid in the amount of $137,505.34. Funds have been budgeted by the Wastewater Department Fund in FY 2011 -2012. This Motion was recommended by staff to the Consent Agenda. Contracts for construction, materials testing, and professional services for Staples Street Phase 1 Improvements from Brawner Parkway to Barracuda Place 23. Motion authorizing the City Manager, or designee, to execute a Construction Contract with Reytec Construction Resources, Inc of Houston, Texas in the amount of $5,851,969.45 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for the base bid and additive alternate No. 2 (Bond 2008). This Motion was recommended by staff to the Regular Agenda. 24. Motion authorizing the City Manager, or designee, to execute a Construction Materials Testing with Tolunay -Wong Engineers, Inc of Corpus Christi, Texas in the amount of $89,400.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008). This Motion was recommended by staff to the Regular Agenda. 25. Motion authorizing the City Manager, or designee, to execute Amendment No. 7 to a Contract for Professional Services with LNV Engineering, Inc of Corpus Christi, Texas in the amount of $98,560.00 for a restated fee of $1,043,795.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for Construction Inspection Services (Bond 2008). This Motion was recommended by staff to the Regular Agenda. Resolution regarding use of remaining proceeds for Bond 2008 26. Resolution Supporting the Use and Commitment of Necessary Funding of any Remaining Bond 2008 - Street Proceeds to fund additional projects requested by the City Council. This Resolution was recommended to the Regular Agenda. Corpus Christi Page 10 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 Approval of reimbursement agreement for proposed water improvements for industrial development off of Hwy 44 (Bronco Road) 27. Motion approving the Grid Main Extension Construction and Reimbursement Agreement submitted by Commercial Metals Company, owner and developer of CMC Subdivision Lot 4A, located north of Hwy. 44 (Agnes St.) on Bronco Road for the extension of an 8 -inch and 12 -inch grid main line, including all related appurtenances. This Motion was recommended by staff to the Consent Agenda. 28. Ordinance appropriating $415,070.00 from the No. 4030 Water Arterial Transmission & Grid Main Trust Fund to reimburse Commercial Metals Company, for the extension of a 12 -inch grid main line, including all related appurtenances for development of CMC Subdivision Lot 4A, as specified in the Water Grid Main Line Extension Construction and Reimbursement Agreement This Ordinance was recommended by staff to the Consent Agenda. Schlitterbahn Type A agreement and appropriation of funds 29. Ordinance appropriating $5,000,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund fora business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), to be paid to Schlitterbahn's general partner North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $5,000,000; and declaring an emergency This Ordinance was recommended by staff to the Regular Agenda. 30. Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), which provides a grant of up to $5,000,000, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has Corpus Christi Page 11 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Schlitterbahn Business Incentive Agreement for the creation and retention of jobs This Resolution was recommended by staff to the Regular Agenda. Schlitterbahn Chapter 380 Incentive Agreement 31. Resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Upper Padre Partners, LP, and North Padre Waterpark Holdings, LTD, ( "Agreement ") for certain economic development grants up to approximately $112,116,878 to be paid to Upper Padre GP, Inc, general partner of Upper Padre Partners, LP, for development of a Schlitterbahn waterpark resort project together with certain public improvements by Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for the benefit of the City This Resolution was recommended by staff to the Regular Agenda. UPDATES TO CITY COUNCIL 32. Update on Destination Bayfront (To be considered at approximately 1:00 p.m.) Mayor Adame referred to Item No. 32, Update on Destination Bayfront. Trey McCampbell, Destination Bayfront Committee Member recognized the committee members and Hargreaves and Associates staff. Ms. Mary Margaret Jones, Hargreaves & Associates provided an overview and discussed the following: future destination of the Bayfront Park; destination bayfront site; design for environmental conditions; site activity plan; concept design options; final concept design; key components - promenade, pier, beach, water recreation area, play area, family area, great lawn /festival area and sherrill park; traffic along Shoreline Boulevard; construction cost estimate; and the economic benefit of destination bayfront. O. PUBLIC COMMENT. Mayor Adame referred to Public Comment. Israel Ybarra spoke about the bicyclist ordinance; Carolyn Moon spoke about the Wounded Warrior event and the conditions of the beach; Johnny French spoke about the Park Road 22 project; Curt Broomfield spoke about traffic light synchronization in the city; Corpus Christi Page 12 Printed on 5/17/2012 City Council Meeting Minutes - Draft May 15, 2012 P. CITY MANAGER'S COMMENTS: There were no city manager comments. Q. ADJOURNMENT Mayor Pro Tem Scott adjourned the meeting at 2:00 pm. Corpus Christi Page 13 Printed on 5/17/2012 DATE: TO: FROM: CAPTION: AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 5/22/2012 Ronald L. Olson, City Manager Michael Barrera, Assistant Director of Financial Services (361) 826 -3169 Mikeb@cctexas.com Wastewater Lift Station Replacement Pumps RECOMMENDATION: Motion approving the purchase of six (6) Wastewater Lift Station Replacement Pumps from Xylem Water Solutions USA, Inc., Corpus Christi, Texas, in accordance with Bid Invitation No. BI- 0058 -12 based on lowest responsible bid in the amount of $137,505.34. Funds have been budgeted by the Wastewater Department Fund in FY 2011 -2012. BACKGROUND AND FINDINGS: The Wastewater Lift Station Replacement Pumps will be used in wastewater wet well service in various lift stations throughout the City and are designed to handle raw unscreened domestic wastewater. ALTERNATIVES: None CONFORMITY TO CITY POLICY: This purchase conforms to all City purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Wastewater Department FINANCIAL IMPACT: Fiscal Year: 2011 -2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $418,296.67 $418,296.67 Encumbered / Expended Amount $61,682.20 $61,682.20 This item $137,505.34 $137,505.34 BALANCE $219,109.13 $219,109.13 Fund(s): Other Equipment Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Sheet Attached Approvals: Veronica Ocanas, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie C. Rose, Assistant City Manager CITY OF CORPUS CHRISTI PURCHASING DIVISION SENIOR BUYER: GABRIEL MALDONADO DATE: MAY 22, 2012 WASTEWATER LIFT STATION PUMPS BID TABULATION SHEET - BI- 0058 -12 ( *) XYLEM WATER SOLUTIONS USA, INC. PUMPS OF HOUSTON CORPUS CHRISTI, TEXAS PFLUGERVILLE, TEXAS ITEM DESCRIPTION QTY UNIT UNIT EXTENDED PRICE PRICE UNIT EXTENDED PRICE PRICE 1 25 HP Submersible Pumps 2 45 HP Submersible Pump 3 35 HP Submersible Pump 4 70 HP Submersible Pump 5 30 HP Submersible Pump TOTAL 2 1 1 1 1 EA EA EA EA EA $17,403.38 28,408.87 23,246.02 35,125.40 15,918.29 $34,806.76 $10,948.00 $28,408.87 15,336.00 $23,246.02 12,395.00 $35,125.40 15,336.00 $15,918.29 21,816.00 $137.505.34 $21,896.00 $15,336.00 $12,395.00 $15,336.00 $21,816.00 ( *) Pumps of Houston, Houston, Texas submitted a bid, however their bid has been deemed as non - responsive due to failure to meet the technical specifications of the pumps. REVISED AGENDA MEMORANDUM for the City Council Meeting of May 15, 2012 DATE: TO: FROM: 4/26/2012 Ronald L. Olson, City Manager Mark Van Vleck, Interim Director of Development Services MarkVV@cctexas.com (361) 826 -3246 Grid Main Extension Construction and Reimbursement Agreement with Commercial Metals Company, developer of CMC Subdivision Lot 4A CAPTION: Motion approving the Grid Main Extension Construction and Reimbursement Agreement submitted by Commercial Metals Company, owner and developer of CMC Subdivision Lot 4A, located north of Hwy. 44 (Agnes St.) on Bronco Road for the extension of an 8 -inch and 12 inch Grid Main line, including all related appurtenances. Ordinance appropriating $415,070.00 from the No. 4030 Water Arterial Transmission & Grid Main Trust Fund to reimburse Commercial Metals Company, for the extension of a 12 -inch grid main line, including all related appurtenances for development of CMC Subdivision Lot 4A, as specified in the Water Grid Main Line Extension Construction and Reimbursement Agreement. BACKGROUND AND FINDINGS: Commercial Metals Company, Inc. is requesting a Grid Main Extension Construction and Reimbursement Agreement for the platting and development of CMC Subdivision Lot 4A, as shown on the final plat (Exhibit 1). The subdivision is located north of Hwy. 44 (Agnes St.) on Bronco Road. The proposed improvements will provide adequate water to the proposed Industrial development. A layout of existing and proposed improvements is included as Exhibit 3. The developer has submitted a Construction Cost Estimate (Exhibit 4) and supporting documentation in compliance with provisions of the Unified Development Code, Section 8.5.2. A total of 3,600 -feet of the proposed 8 -inch water line and a total of 7,300 -feet of the proposed 12 -inch water line are off -site and eligible for reimbursement. The total installation cost of off -site improvements submitted by the developer for the 8 -inch and 12 -inch water Line is $492,850.00. The water line will be part of the Grid Main and thus 100% reimbursable. The 8 -inch water line is eligible for a maximum reimbursement of an off -site extension to 50% of the total cost. Therefore, the maximum reimbursable amount will be $415,070.00. A detailed breakdown of the Engineer's cost estimate is included as Exhibit 4. A Grid Main extension construction and reimbursement agreement must be approved by the City Council before the developer starts construction. The reimbursement only shall be made when monies are fully available in and appropriated from the Water Arterial and Grid Main Trust Fund. The order of reimbursement will be determined according to the date the collection main construction and reimbursement agreement is approved by the City Council. REVISED ALTERNATIVES: Denial of the Grid Main Extension Construction and Reimbursement Agreement OTHER CONSIDERATIONS: Not applicable FINANCIAL IMPACT: Operating Expense Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 867,727.55 867,727.55 Encumbered / Expended Amount 19,433.18 19,433.18 This item 415,070.00 415,070.00 BALANCE 433, 224.37 433, 224.37 Fund(s): Comments: A Grid Main extension construction and reimbursement agreement must be approved by the City Council before the developer starts construction. The reimbursement only shall be made when monies are fully available in and appropriated from the Water Arterial and Grid Main Trust Fund. The order of reimbursement will be determined according to the date the collection main construction and reimbursement agreement is approved by the City Council. CONFORMITY TO CITY POLICY: The owner and developer will be extending off -site water to serve the proposed development and has requested reimbursement of qualified construction costs, as provide in the Unified Development Code. EMERGENCY / NON - EMERGENCY: Non - emergency DEPARTMENTAL CLEARANCES: Legal Finance RECOMMENDATION: Staff recommends approval of the motion and appropriation of funds as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Final Plat Application for Grid Main Reimbursement Plans and Specifications Engineer's Cost Estimate Grid Main Extension Construction and Reimbursement Agreement REVISED 82,5 SHEPPARD LOT 3 HSVOL A P FARLOIS 1889 ACRES OF LOT 9 L18 89 ACRES ORC x10.89 ACR[5 20' OVERHEAD ELECTRIC EA ENT N 201212" E 1214 L ECG N 6912'32' f 7.50' PONT Of BEMNNIIP rir 20' P.M DRAIN GYYENI MAINTAINED BY PROPERTY DINER I II III r/15' RATER MUNI I II it I II II I_ II LO1 10. assn ArREs ASSESS. 1.1AP 192 5 1 ACRES OBI OF HIGHWAY 99 OLP OF TRACT 10 OF SURVEY 315 DONE FOR GC. No 5.F RAILRAOD COMPANY ✓• S 003330'1 '200121 R = 6398]' L = 11880' 7.5' RIGHT -O -RAY OEOAIION sB 18 RATER EASEMENTP M BY THIS PMI PRIVATELY MINED RAL LNE 7.8 RIGHT -OF -WAY --____I. ..._ DEDICATION 00 201x20' 25.60' CL = 131E8 1=MSA" 1e=19572 ON=SRM 0..C. X41.0 SURVEY 315 5ACRES 25' PRIVATE ORAN EAff)ENI 5 BRIM' X YAINIAIDED BY PROPERTY TRIER 750' 201104" N 73Bw' M 1B 29.78 ACRES It d==1194.17. -5 9415'30" L GL=11604' F.001 LIT E- 0 OR1.89' OgXAS Mfxl ©H RR - - TEXAS -MEXICAN RAILROAD R..A. LINE DORIES ROAD 10 PUBLIC 11(114 EA30YfI\ BY S 801550' W I 10YARD REO NI 7.20 b AXR LEGEND These alende12 22420e2 s'I te IwM in the dowing. • FOUND YCNINEN1 AS NOTED 0 SET 5/8 MBAR II/CAP PS 61917 D C0IPUIED POSITION 7- PROJECT AREA CPNI Al 7 LOT 40 DESCRIPTOR. BENG A TRACT 9TN1ED IN CORPUS CHRIST, NECES COUNTY, TEXAS DESCRIED AS A PARI OF LOM 1 AIL 9 Of HB. SHEPPARD FARM LOTS AS SHOWN ON THE MP THEREOF RECORDED IN VOLUME "A', AT PACE 51 OF THE LAP RECORDS OF NLECES COINIY, TEXAS, ANT A PARI O THE G.C. t S.F. RAILROAD COVPANY 90RREY NA 315 BENG ALSO A PTR. OF THAT 111.6 ACRE TRACT DESCRIBED N TBE TRUSTEES DEED DATED AUGUST 26, 1998 RECORDED UNDER CLERKS ILE NA 1992039120, OFFICIAL PUBLIC RECORDS OF NECES COUNTY, TEXAS AND BEING GME PARTICULARLY DESCRIBED BY NETS AND BOUNDS AS FOLMAR COMMENCING Al A 5/8" RESER SEI FOR ME NORIHEAI CORNER OF LOT 1. TE SCM EAST CORDER OF LD1 O. SAD PONT LYNG N THE REST RIGHI-OF-NAY LNE OF BRONCO ROAD, THENCE SOUTH 8912'10 REST 7.50 FEET TO THE PONT OF BEGANNG THENCE SOUTH COY135" EAST 1017.01 FEET 10 A 5/8' REBATE SET ON THE NST RIGHT -OF -NAY OF BRONCO ROAR TEND SOUTH 89'11.8' NST ACROSS LOT 4, 73809 FEET TOA SEI 5/8" REFILL THENCE SONIH ILUOUO' NSI. 25.80 FEET TOA SET 5/8' REBAM: THENCE 9R. 02220 0 O Y ALONG A CURVE 10 THE RDI HAVING A RAD0S OF 511.0EL FE ANGLE THROUGH A CENTRAL 19]OF )19', A LENGTH 115.48 FEEL AHAVNG A CHORD AITCH BEARS 01 1 21.16'45" 1E21, 131.68 RET TO A YT 5/8" REBATE TIERCE SOUTH 495709' NST, 5]R. FEET TOA SET 5/8' ROHR; THENCE SWTNESTELLY ALONG A CURVE 10 TE RIGHT HAVING A RADIUS OF 1539.91 FEET, 1HRQUGH A CENTRAL ANGLE OF 1007'36", A LENGTH OF 116.80 RR, 0 HAYING A 0110 60. MARS SOUTH 5151'10' 1E21, 118.61 20110 A SET 5/9 MBAR ON ME SOLIDI UDE OF THE G . 0.00 S.F. RAILROAD COMPANY SURREY N0. 315 AND ME NORTH RIGHT -OF -1101 OF THE TEXAS MEXICAN RAILROAD, DOME SONG 8"15111' NST ALONG SAID SOUTH LNE AND NORM RIGHT -OF -NAY, 20459 FEET TOA SET 5/8" REBATE THENCE NORM 20.1186" NEST, NAM FEET M ME SONMRE51 GORIER OF SAID L01 THENCE 0013'19' 'WEST ALONG THE REST LIE OF SAID LOT 1, M22.15 FEET TO ME NORTHWEST CORNER OF SAID LOT 4 AND THE .THWEST CORNER OF YID LOT R TENCE NORTH 8912'32' EAST ALONG ME NORTH LINE O YO LOT 1 ANS ME SOUTH LITE OF SAID LOT 9, 1271.52 FEET 10 TBE POINT OF BEOIONNG CINTANNG 3511 ACRES MORE CR LESS OFNIRAI 300421OR'5 NOM 1. MS SURVEY REPRESENTS MORE CERTAIN PARCELS OF LAND A5 ACQUIRED BY COMMERCIAL 2010LS COMPANY, BY GENERAL WARRANTY CMS DATED APRIL 26, 2011; ON FILE NIM I ECES COUNTY, TEXAS RECORDED AS DOCMENI MITERS 2011014220 t 2011011201. 2. THE FMLONNG 0OQUBENT5 LMNPS/PLATS) LERE USED IN If CONSTRUCTOR OF MS BOUNDARY MYER A. M PLAT OF SURVEY OF H.B. EPPA20 FARM LOTS RECORDED IN V.1.111E 'A' Al PAGE 51 OF TE 1 RECORDS OF NUECES COUNTY. TEXAS R THE SURVEY BY BASS AND WE. ENGINEERING ONTO AUGUST 30, 2001. 1 M6 RELO SURREY RAS PERFORMED N NOVEMBER OF 20101 4. M6 SURVEYOR HAS M90E NO INVESTIGATION OFR IDLfPENCENT SEARCH FOR EASEMENTS OF RECORD OFR ANY OTHER FACE 1111CH AN ACCURATE ADL CANRENT TRE SEAMM MAY O5MOff S MITES FOR THIS SURVEY ARE BASED ON VISIBLE ABOVE MAO STRUCTURES AML THE 6140MELON/ENT CLE PLANS FOR RECYMNG BY BNF ENGINEERING INC IL nu VERIFY S PRIOR 10 CONSTRUCTION 8. ME STORM WATER DRAINAGE FOR THIS AREA FLOWS 1O ME EAST N10 THE 130.0 0170/10171 CHANEL AN11O TE SOUTH NM TE AMIE UPPER REACH CINNIEL MEN INTO M0 DSD CREEL BASH. 7. THIS SURVEYOR HAS NOT BEEN MADE AWARE OF AI ENDANGERED/PRD1C10 SPECKS HABITAT ON DR NEAR THE SUBJECT PATEL.. 8. ME SUBJECT PROPERTY ODES NOT APPEAR M BE A PART OF ANY LRENCIIONAL RETARD. 9. NO PARI OF THE SHIRT PROPERTY OR RUNNING PROPERTIES ARE SUBMERGED LANDS 10. TBE 91BIECT PROPERTY IS ZONED L. LIGHT INDUSTRIAL NMA SPECIAL PERNT SP 11-01 YARD LENT, AS DEPICTER ISA 001IRE2fNT OF LOC HOED DEVELOPMENT CODE AND IS 91152110 040000 CHANGE AS TE ZONNG REQUIREMENTS CHANGE. - EXHIBIT 1 0CINITY MAP STATE O TEXAS COUNTY OF HAUS WE, COMMERCIAL METALS CONPANY, HEREBY CERTIFY THAT RE ARE TE DINERS OF LOT 1A, EMBRACED NMN ME THE 13.05 OF THE FOREGOING MAP; THAT ME HAVE HAD SAID LAN) .VPIED AS SINIIN ;TNT SIMMS AS SHOW! ARE DEDICATED M ME PUBLIC FOREVER THAT ALL EASEMENTS ARE DEDICATED 1O THE PIKE FOR TE INSTALLATION OPERATION AND USE OF THE PUBLIC UTUIES THAT MS YAP WAS X90[ FOR TBE PURPOSES OF DESORPTION AIL DEONIIDN. MS TBE SAY CF 2010 DON P SCH106. LARGE 3001E PROJECT MM. CMYfRCIAL YfIALR COMPANY STATE OF TEXAS COUNTY Of NIECES BEFORE ME, ME UNDE65XNE0 AUTHORITY, ON THIS DAY PERSONALLY APPEARED DON P SCHWAB, KNMN To ME To BE THE PERSON RINSE NAPE IS SUBSCRIBED 10 THE FOREGOING RENA. OF NTTNG AND AQNO9fDGE0 M NE THAT .1° EXECUTED THE SAYE POR THE PURPOSES ANL CONSOERAIION THEREIN EXPRESSED AND N TE CAPACITY THEREIN STATED. GIVEN UN1R NY HAIL AIL SEAL OF ORO, THIS ME _pm O 2011. NOTARY PROMO IN ANO FOR TIMES 0311.. TEXAS STATE OF TEXAS COUNTY OF HAUS THS 'NAL PLAT OF ME HEREIN DESCRIBED PROPERTY WAS APPROVED BY TIM PEANNNG 10 2IS1ON O 5 CITY O CORPUS CIPo514 TEXAS PRONGED 200MEYER.(6) MS APPROVAL SHALL BE INVALID AIL NULL UNLESS MS PLAT BE nun NTH TE COUNTY RIPEN 9X 16) MONTHS HEREAFTER. DATED THIS THE SAY OF 2X). CHNNIAN LI.GP. SECRETARY STATE OF TEXAS CORM OF NIECES THIS nHLL PLAT O TE HEREN DESCRHO PROPERTY APPROVED BY ME IMPART/ENT OF DEVELOPMENT SERVICES OF ME CITY O CORPUS CHRIST, TEXAS 1X15 THE _MY O 2010 DEVELOPMENT SERVICES ENGINEER SINE OF TEXAS COO. OF NIECES 4 THE 22(0452025, CUM OF TE COUNTY COURT, N ADL FOR DLQES COUNTY, TEXAS. HEREBY CERTIFY THAT ME FOREGMNG INSTRUMENT 01,125 THIS TE SAY OF 2011 NTH ITS CERTIFICATE OF AUTEN.XA.IDN. WAS Fn.fOR RECORD IN MY _RAY RAY OF 2011 Al _ 0.11) J AND MY RECORDED 020 N DOCUMENT NA _______ NOLWE------PAY�NR.N.G1) COONS( CLERK DEPUTY M ME COUNTY CLERK STATE OF TEXAS CONT. O NIECES 4 •LANES N. MONTGONERY, A REGISTERED PROFESSORIAL SURREYOR OF B t F ENGINEERING INC, HEREBY CERTIFY MAT THE FOREGOING PLAT RAS PREPARED RCM SURVEYS LADE ON TE GRIMM 11.0 NY DIRECTOR AND 61225 AND CORRECT: THAT B t F ENDFEERN . INC. HIS BEEN 111DER CONTR02710 SET ALL CORNERS AS SHOWN AND 10 COMPLETE SUCH OPERATORS NM21 GEIAY. THIS ME --__DAY OF 2011 JAMES 0 MONTGOMERY REGISTERED P001003101 LAND SURVEYOR 5.. 1877 BY DATE REVISIONS SCALE IN FEET NATE: SCALE SHOWN ON MIS DRAWING 15 FOR 24" • 36" PLOTS. TEXAS N0AR0 OF PROFESSIONAL ENGINEERS DIG EERNG FRM NA 1997 Can NTr 1 BY DATE Design D10A0 Checked As Built Mon Surrey F16Bk.Nw B&F ENGINEERING, INC. 928 AIRPORT ROAD, HDT SPRINGS, ARKANSAS 71913 IPM) 501-767-2520 GAM 501-787-Bn5R (EMAIL) 'I22Enlen6adn KNO 9/11 TAW 11/10 233D FINAL PLAT CNC RECYCLING BEING 57.89 ACRES OUT OF LOIS 4 AND 9 OF H.B. SHEPARD FARM LOTS AS RECORDED IN VOLUME A, PAGE 51 AND 5.89 ACRES 001T DE GC. 00 5i. SURVEY NG 315 CNC RECYCLING CORPUS CHRISTI TEXAS DRAWING NUMBER NO: 7-2'38-1101 505 ACRD NO. 025 9/9/11 SCALE: 1" - 100' DATE: SEPTEMBER, 2011 APPLICATION FOR GRID MAIN CONSTRUCTION AND REIMBURSEMENT AGREEMENT I,t\j of Commercial Metals Company developer of proposed Commercial Metals Company Subdivision Lot 4A Subdivision, herby request reimbursement of $415,070.00 for the improvements to the grid main waterline in conjunction with Commercial Metals Company Subdivision Lot 4A subdivision, as provided for by City Ordinance No. . Said $415,070.00 is the construction cost, including Engineering, in excess of the lot/acreage fee, as shown by the cost- suppoi ling documents- attached herewith. .7),/f0-5j2,./L, I)d chwab, Project Manager Commercial Metals Company THE STATE OF TEXAS )( COUNTY OF NUECES )( Y/R./ZoR (Date) JUANITA DIAZ Notary Public STATE OF TEXAS My Comm. Elm. 11.234015 ,� ��(�,� This instrument was acknowledged before me on �" _ Z by { �C ') \ CN1\..LOx.._ , on behalf of the said company. CERTIFICATION 20 /21- Notary Pub1i'" . ; or a. State of Texas The information submitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) sufficiency of funds in the Distribution Main Trust Fund, and (b) appropriation and approval by the City Council. Development Services Engineer (Date) EXHIBIT 2 PLANS FOR COMMERCIAL METALS COM SHREDDER ADDITION SITE PREPARATION ISSUES & REVISIONS 07/07/11 950 66111701 07/16/11 CNC SUBMITTAL 6/25/11 CITY O CARPUS nom 9.011111.11 Vicinity Map (N.T.S.) PREPARED FOR CMC RECYCLING CORPUS CHRISTI 249 BRONCO ROAD CORPUS CHRISTI, TEXAS 78409 PREPARED BY B & F ENGINEERING, INC. 928 AIRPORT ROAD HOT SPRINGS, ARKANSAS 71913 TEXAS BOARD OF PROFESSIONAL ENGINEERS ENONEERNC PRN ND. 1907 ONNi1NN1xN1 JULY 2011 7-3436-1101 NOTICE TO CONTRACTOR: ME LOCATION AND/OR LEPTON O EXISTING nom AS SHORN ON MESE PLANS IS BASED ON THE RECORDS O ME VARIOUS 1 COMPANIES A, HERE POSS.. FIELD NS EA9IRENENTIE 12 20CONMACIOR IS SPECIFICALLY [AUDIO THAT THE INFIRM. IS NDl 10 BE RUED ON AS BEING EXACTER COMPLETE THE CONTRACTOR N61 CALL THE LOCAL MUTT LOCATION CENTER Al LEAST 15 TOMS BEFORE ANY • EXCAVATION TO REPAST EXACT FIELD LOCATIONS O THE MKS. R E SMALL BE THE RfSPONSIBNIY O THE CONMACIOR 10 RELOCATE ALL fXISTNG MOTES .ICH CONNCI NM THE PROPoSED IMPROVEMENTS SHOWN CN M PLANS EXHIBIT 3 ALL CONSTRUCTION TO BE IN STRICT ACCONA. Nix CURRENT CITY O CORPUS CIAISTI PUBLIC WOOS OPT SPECIFICATIONS MY OTT O CORPUS CHRIST PUBLIC .RIES DEPT BAY OPERATE fXIST60 VALVES SURVEY NOTE' SURVEY INFOBATION WAS PNOIOD FOR THE COMNENCE O M CONTRACTOR. ME SURVEY 1510 BE USED ASA SIR PAN AND TOPOGRAPHY TVP AND 6 NOT RIT MO TO REPRESENT ANY LEGAL BOUNDARY OR EASEMENTS ANY Mai FIRMA SET No. .E. NNCO ROAD WATEMJNE EXTENSIOIN' PEE PFEET C10 GENERAL NOTFSI 1. THE APPRDXIN.. LWAIION N NON OINKS AW SUBSURFACE SIRS. [5 AS .13. MEREN ARE BASED NI ABOVE GROAN VISBE SIRUCNRES AHI RECORD DRAWINGS PRINCE°. L.1016 N UN3RGAWND UIILIAES/S1RUCNRES WY VARY FROM LOCATIONS SRNS HEREON. ADDMOHAL BURED UTUTES/SIWCIURES MAY BE EHriINTERED. M CONTRACTOR SHALL BE REPOSER FOR VERIFYING TME ACTUAL LOCATION N .SE AIN ALL OTHER .SURFACE AIN/DR RENT FACILITES PRIOR TO BEGINNING HS YORK. ALL REPAIRS DR RELOCATIONS ACCESSARY SMALL BE MADE AS REWIRED BY DE CHER N M OUP OR SRL.. AAO TME CWT N STALIN NEPARS NECESSARY SHALL E BORE BY THE CONTRACTOR. 2. ALL S1EE15, HAMS DRIVES DRAINAGE STRUCTURES FENS% UILIIRS [1C. THAT ARE DISTURBED DURING ONSTRW1ON EITHER INSIDE CR OUT. ME PROPERTY USE OR DE9GN11E0 EB LAMS SMALL BE RESTORED TO WEIR °RENAL OR DENIER CONDIT. USING UKE MATERIALS COST N 9X11 REPAIRS NALL BE BORE BY TME CONTRACTOR ISMS PRONASION FOR PAYMENT IS MAD[ IN THE PROPOSAL 1. THE CONTRACTOR IS R[NXRED BY LAV 10 KEY THE TEXAS EXCAVATION SAFETY SYSTEM. INC AT 1-800.311-8371 AT LEAST 1B HOURS PRIOR 10 EGG. ALSO. WHERE APPLICABLE, CONTRACTOR SHALL NOT. M UTILITY COMPARES AND ARRANGE FOR L.TNG TME UTLITES ON M GRINNL 1. CONTRACT 3 91ALL COORDNAD H6 WORK CLOSELY CLOSELY NCO0030 1 T AAD ADJACENT LYRK BY OTHERS COORNHAIION SILL BE REQUIRED FOR MOUS PCR16113 N NRR, INURING. BUT NOT LIMED 10, NEURON. UTLMES. AND SIZE NON. 6 ALL YORK N STATE RIGHT -OF -.AV SHALL ODEON 00 THE RESPECTIVE CONSTRUCTION SIAWARDS AND/OR PERMITTING RENAME. 6. CONTRACTOR SHALL CONTAC11E CIMS CONSTRUCT. ASPECT. DEPARTMENT AT 8B0-355, AT LEAST 110 (2) HOEING DAYS PRIOR TO CONSTRUCTION 10 NOTIFY THE NM OF IIS 031618 ACTION SONIC. FDR PUBLIC WEER COLS RETIC L 7. CONTRACTOR SHALL PROVE OMR A ONE-YEAR NIARANDE AND RRAHM ACANST ALL DEFECTS IN MATERIALS HORKMANSHP AND COMPACTION N EARTH ANI PAGING NOTE: CONTRACTOR SHALL RNFOR9 W 1MENCM EXCAVATIONS IN ANY PORTON N THE PROJECT SPOUT ALL EXIS0NG UHONJOUE RP LINES AND IMP NES STAKED ON INE GROUND (TO CENT. LOCATION) IN TME NCS. OF CONTRACTORS TENDING OPERATIONS CNTRACTOR SHALL CONTACT lE OSIERS N U9UM USES TD STAKE TITER UHERGNUML LIMPS ER. TO ANY CONSTRUCTOR CITY STANDARD SPF/IFICATIONS PAVEMENT REPAIR GRADING & DRAINAGE: GRADING AND DRAINAGE NRR .LL BE ACCONPUS ED N A.RDANCE THE FOLNING CITY Of CORPUS CFR., DEPARIMEHI N ENGNEENNG SEISM STANDARD SPEonCATO6, N 111CH CONTRACTOR 91ALL ROAN 05030 CORES OF PRIOR To CORMS . 011029 SCE CLEARING @ 0109983 911010 SID GRADING 022020 EXCAVATION ! HACKFLL FOR MINES ! SEHERS DM. TENCH SAFELY FOR EXCAVATIONS 022020 EHNNKMEHI 015120 FLEXIBLE BASE CALICHE 015101 A.S. OLS AHO ENYL9O6 015111 AOI NIX ASPHALTIC CONCRETE PAVEMENT D27203 MANHOLES 027206 FIBERGLASS WNNO. D27102 DERE RCE° CONCRETE PIPE CLLVENS 0322020 PGIBAHI COME. CONCRE E 032020 REVOKING STEEL D19000 CONCRETE DRUMM 05.5120 FRAMES GRADS ROM @ COVERS CITY STANDARD SPECIFICATIONS CONSTRUCT ALL TATER ONES IN ACCORDANCE NN M FOL.. CITY N CORPUS CHRIST. DEPARIENT OF [NTNEERNG SERVICES ..CARD EFEOFICA5ONS CONTRACTOR SHALL OBTAIN COPES N SAID CITY SPECIFICATIONS PRIOR TO CONSTRUCTION: 022020 EXC.. ! BACKFILL FOR num ! SEERS 9II@2 TENN SART Y FOR EXCAVATO. 016201 RATER LINE l FORCE MAIN EST RISER AMIABLY 016201 HYDROSTATIC DSTND N PRESSURE SYSTEMS OM206 DUCTILE PON PIPE l FILINGS 026110 PVC PIPE - AEA RIK t C905 OMEN NSTALLATON N TATER USES 020109 TAPPING SKIVES ! VALVES COSI GATE VALVES FOR WIER LIES 020116 FRE MYDRAH6 SURVEYOR'S NOTES I. TOPOGRAPHIC SURVEY INCLLDING UILIIIES LOCA106 WAS PERFORMED BY BE ENGINEERING (DEED NOVEMff0 1010). NO STATEMENT 6 LODE OR NPLED BY BE ENGINES . INC AS 10 ACWRACY N SAID SURVEY. CONTRACTOR IS RESPN&BIE FOR SATISFYING EISELE AS TO EXISTW CONNORS 2. 0E CONTRACTOR IS RESEMBLE FOR CALDILAING CCNS1RUCT. MRS CCCRNNAIES WITH 111E PEONS CN THESE PLANS 9* NOTE 9* NIRNG CDI109AC0MTIES FELD CNIDIIIONS MAY DICTATE TME ePEMEN1ATION 01 CF PLAN RENEWS THAT LOAD BIER FRONTAD ME DESIGN IHDNI OF THESE DRAWINGS THE OWNER SMALL NEM SAID PROPOSED DEMENTS TO THE DENIER N RECORD AAO JUIENCTI NAL ANNCES FOR REM. AND ACCEPTANCE MDR 10 HELD IMPLEMENTATION. UTILITY NOTES: I. CONTRACTOR 10 NOTIFY THE CITY PRIOR 10 CONSTRUCTOR ALL WATER @ SERER LINE MATERIALS t INSTALLATION 10 CONFORM 10 CITY RENAME..01NSTALLA81 SUBJECT TO nom ',SPECnW BY n10OP MICR 100 WDIRLLING ANY DEFECTS SHALL BE CORRECTED Al CCNNACTCPS EXPENSE. 2. WIER USES SHALL HAVE A VANUA 10 FOOT HBROONIAL SEPARATION F. SEWERS MIN HATER LIMPS CROSS SEERS. THEY SHALL HAVE A INN. IB -INCH VERTICAL CLEARANCE ABOVE SEDERS 1 CONTRACTOR TO GIVE ADVANCE NO10E TO MINER t UTLNY PRIOR 10 MAKING ANY CONAECIIONS TET CR DRY) 10 EXISTING LINES! PRIOR TO 1AKNG ANY LINES W1 N ENKE. WIER SERVICES SMALL FEL. HYDROSIAIC PRESSURE ! LEAKAGE TESTS S ALL PIPE 1" AND LARGER SHALL DE PVC 110H TUSH- 00 JOINTS NTH COMPRESSION GASKET BELL SHALL MEET ALL RECORDERS N AWA CBDR, SMALL BE DRIB D SMALL BE MADE 1111 EgAVAIENT OUTSIDE DIASTERS M N CAST IRON PPE. ALL nTORGS FOR 1" THROUGH 12" PIPES SHALL BE WCTLE IRON IN A CO MIN AWA 0151 AND SMALL BE EDIANCAL 2010 (BM1). D. PROVIDE CONCRETE THRUST BLOCKS FOR ALL FITTINGS ALL PIPES TO BE SANT ENCASED PIR9NNT 10 SEC. DE. OF SPECIFICATIONS AN) CONSIWCIED PURSUANT TO DETAILS MOM IN PANS MEET. G VALVES AND FInNGS SHALL BE SAME NN1WL SIZE AS FOR LINE FOR HMICM THEY ARE 10 BE INSTALLED IN. 1. GATE VALVES SMALL BE 100199091 JOIO, NON-MSNG STEMS BRONZE 110 0D. CL BODY. 10 *13 ED ANI METALLED PURSUANT TO REWRE.TS N SPEDFCATIONS 036411. ALL VALVES .LL DE PLACED IN GST IRON BOXES PURSUANT TO DEIALS B. PROVDE 38' MINIMUM FINISHED COVER FOR ALL WATER SINES (EXCEPT MERE MOM 0MRn6E IN TME ROS). 9 CONTRACTOR SMALL CCtliNNAIE NSIALLATION W. VARIOUS UTILITY CONPANLS AS A.CPRM1E. 1D ALL U0LNY WON SHALL BE PERFORMED BY A COPRAC PROPERLY LICENSED BY INE S1AD OF TEXAS FOR UTIUM CWSIRUCTON. 11 MESS OIHERHSE PUN. A 15' NDE PERLNI ENT EASEMENT SHALL EXIST ALONG ALL RATER LIES l SEER LIES Wl LIED N PUBLIC R011 -0E -TAY. 12. WIPER LIES ! APPURTENANCES STALL BE N1HCCIED AND HINESTATCALLY TEED PER CITY SPEOFCAICNS 13 CONTRACTOR SHALL FUNK° t INSTALL RELINES APPURTENANCES 9IFFIDENT 10 PROVIDE SERVCES DEWNDS AS REWIRED. 1559 SCALE IN FEET ovate 811 L PUWC IMPROVEMEH6, UTILIZES AND RELOCATED APPIRDWNCES STALL BE CONSIRUODD CR INSTALLED N ACCORDANCE WITH CITY OF CORPUS CHK511 IX STANDARD0 SPEGi1ATO6 AND DE1AL5 +M NOTE +M USING WIER UES SKIN HEREON ARE REFERENCED F. THE CITY N CORPUS CHRISTI GIS SITE ALL RISING WAIERUES SHOULD E HELD VERIFRD ME 10 CONSTNNION LEGEND WDR LE (SIE AS VIED) PRP.° .ADR UNE (EOE AS WINED) 1.1 PI NOSED TEE Ti PIOPOSEG SEH) IAS RODEO) PREOED VALVE (AS NO18I) 406 PROPOSED FE HYDRANT (9013: 5183015 ARE MI TO SCALL) 1. BY DATE REVISIONS EXHIBIT 3 NOTE: SCALE SHOWN ON THIS DRAWING IS FOR 24" • 36" PLOTS. TEXAS HOARD ON' PROFESSIONAL ENGINEERS ENGINEERING1997EXPIRES IS/31 /MI BY Design Rom CH 0 0 B Pon Survey NOB JKP DATE 7/11 7/11 BaF ENGINEERING, INC. 928 AIRPORT ROAD, HDT SPRINGS, ARKANSAS 71913 (PH) 591-767-3206 (FAX) 501-767-8859 TAW 11/10 233D OVERALL WATER UTILITY PLAN WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NURSER JOB N0: 7-11.38-1101 ACRD NO. 007 7/18/11 SCALE: 1" - 509' DATE: JULY 2011 EP 4/25/11 WED B. V.V. FROM STA. 2486[010 STA.18453.56 AIP 8/09/11 REISSUE PER RAILROAD ALXNMENT REVISOR REVISIONS EXHIBIT 3 NOTE: SCALE SHOWN ON THIS DRAWING IS FOR 24" • 36" PLOTS. 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Deaign NGN ]/lt DRAW NG MUMMER ,ISN RNA: 1386-Na ACRD N6. 007 ]/,6/„ D'°"" 'XP 7/11 RECYCLE DRIVE WATERLINE EXTENSION WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS Ch M a A 151 9/'[4/11 REMOVED B NCH GAS VALV[ TEAR 510.50 11 111 lE9E h � 'Yl "' "`- 3 XP e/zspl MED B N.V.. A215' ILL ISM; ADD R.Ye A N "I+ 2. VIP 6NB/11 AENW[ PER RAINOAD ALIGNMENT AENSION PI°" L 2P 8/03/11 MOVED B' V.L. LOOP PER NEW RAILROAD LOCAMN Survey TAW tt/10 SCALE: t - 100 na.NX.N°. 2335 DATE: JULY 2011 BY DATE REVISIONS SllBSC011ENlEiOEWAIERLINCRINSIPLLAII (APPROXIMATE LOCATION) 50n Bp _ 85 gg f .5 85' 8, 5 SSI SY 8, e3 0(P 8/25/11 WED B' V.V.; A00 IS' W.L. ESMTS 85 8, ,� 8Y 8, es cc 50 95 95H 90 -- ip5I m CCE55 DRIVE 1-d NATURAL... 601 - - __.-___ _. �. 1 3__._..-___ ______ -_ 9D x x 30 m 25100 26 00 21 m 29.03 31 CO 3.03 39900 35.03 3600 31 m .00 39.00 .0D WATER LINE PROFILE HORIZONTAL SCALD 1" _ ,m' VERTICAL SCALE I" = 5' 99 CO .03 100No a) 10 ao 0 50 100 200 SCALE IN FEET rravine 8,11 96 00 91 m 9Bim 99.00 L PUB1C IMPR0VEMENS, UTILIZES AND RELOCATED APPURTENANCES SHALL BE CONSTRUCTED OR INSTALLED N ACCORDANCE NTH OTT OF CORPUS CNASTL TX STANDARDS. SPECPICA105 AND 001AL0 +N NOTE +N EXISTING WATER USES SHAN HEREON ARE REFERENCED FROM 16 Fm 00511CORPUS 00511 05 SIRNE ; ALL EXISTING WAIERS 5103180 BEn BE u VENTED PgAdl 10 CONSTRUCTION 50.3 51 m 5.00 3Hm 5.00 LEGEND `"— UMW HER USE (SITE AS W1ED) PRg0520 EATER UNE (SIZE AS NOTED) PROPOSED TEE Ti PROPOSED MO IAS NDTEO) 868040 VALVE (AS WHO) {6 PROPOSED FRE HYDRANT (NOTE: SYMBOLS ARE NPI TO SCALE) 1. BY DATE REVISIONS EXHIBIT 3 NATE: SCALE SHOWN ON HIS DRAWING IS FOR 24" X 36" PLOTS. TEXAS HOARD OR' PROFESSIONAL B'AGIAHERS ENGNEENNG nu NO. 1007 mins MV%IS BY Design Drown CAH A 8 BH Plon Survey MGB JKP DATE 7/11 7/11 B&F ENGINEERING. INC. 928 AIRPORT ROAD, HDT SPRINGS, ARKANSAS 71913 (PH) 501-767-2386 (FAX) 501-767-8859 TA 11/10 233D BRONCO ROAD WATERLINE EXTENSION WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NUMBER .TDB N0: 1-3936-1101 ACRD NC, 007 7/1G/11 SCALE: 1" - 100' DATE: JULY 2011 0(P 8/25/11 WED B' V.V.; A00 IS' W.L. ESMTS REVISIONS EXHIBIT 3 NATE: SCALE SHOWN ON HIS DRAWING IS FOR 24" X 36" PLOTS. TEXAS HOARD OR' PROFESSIONAL B'AGIAHERS ENGNEENNG nu NO. 1007 mins MV%IS BY Design Drown CAH A 8 BH Plon Survey MGB JKP DATE 7/11 7/11 B&F ENGINEERING. INC. 928 AIRPORT ROAD, HDT SPRINGS, ARKANSAS 71913 (PH) 501-767-2386 (FAX) 501-767-8859 TA 11/10 233D BRONCO ROAD WATERLINE EXTENSION WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NUMBER .TDB N0: 1-3936-1101 ACRD NC, 007 7/1G/11 SCALE: 1" - 100' DATE: JULY 2011 GAS LEGEND ;.onraizzor an :AV It ),r. V. 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RD - 1 , 10 !E g , . i . 1 '1' A Vrtr,vo IRATE DEPTH v 111 u, , I 11 1 35 35 18. MIN SEPARA11141 .4, 54113/4 . SOTARATINI 1 161 8 30 25 51 DO 52 OD 5.03 51 OD 5.00 58 OD 52 00 5.03 5.00 8.00 81 OD 82 OD 8.00 89 OD 8.00 8.03 82 OD 8.00 8.03 7.00 71 00 /NCO 73.1.00 79 03 7.00 2.00 77 OD MAO 2.03 8.00 WATER LINE PROFILE HORUNNAL SCALE 1" = IOW %MEAL SCALE 1" = 5' CONSTRUCTION NOTES FOR EXISTING UNDERGROUND GAS LINES: IMPORTANT NOTE. ALL GAS LINES AND CORRESPONDING • GAS COMPANY REPREENTATE 0100002 013-95 DURNG ALL NATERLNE CONSTRUCTION HENN 000115 01 MENG GLS 125116 NOTATIONS SHOWN HEREIN MERE TAKEN FROM THE • TOTAL CIRCUMFERENCE OF DINING GAS MAIN MUST BE EXPOSED WHEN 161ALUNG LIATERUDE AT CROENGS 100Bo ao 4o ao 0 50 100 200 FULCAING 002010 AND MAP. hh iip Moo,/ rrc staie tx us#hata#onlIneOndex pp# • MICHNICAL DIGGING OF TRENCH 6 01100000110000EXCEPT FOR MIN 21" CP EXISTING CAS INN IN 011 00001206 HAW DIGGNG OF 1ATERLIDE SCALE IN FEET ALL PUBUC INTRINDENIS. 051115 AND RELOCATED APPUR1ENANCES SHALL BE CNESTRUCTED OR INSTALLED N ACCCNDANCE NTH CITY CP CORPUS MSG TX STANDARDS. SPECIFICATIONS AND 0410L0 LEGEND — w— w — EX611110 HER 111 (900 AS 110108 TRENCH 6 RECORD) WITHIN 24. IX MENG GAS MAIN • EIGHTEEN (111) INCHES ANNULI VERTICAL CLEARANCE IS REQUIRED BETWEEN INVERT OF EXISTNG GAS MAIN t CROWN OF NEW IMMUNE . NOTE . —ww—mx•— 4401052 NOIR UN (NH AS NORD) I.1 REPOSED lIE -q CONTRACTOR SHOULD NOWY OMER AND FIELD VERIFY LOCATION eR)a TO AN/ EXCAVAPON DDIL ALL 1156 MUST 5 PM ACCINONG TO CAS LINE 011ER RECIARELENT6 CONNIE= IS RESPINSINE FR INGING 0111/011 REOUNELENTS SET FORTH BY OVER OF 2200GAS LINE avow LF . al:I - - II TERDE INT Of DIETINGdRPINUS NEW HEREONREREFERENCED FROM THE CIE1511 asNsnl. ALLAEXISING NATI.. 51.110 BE nu VERIFIED EMI TO CONSTRUCION RPM BON (AS MID) ow R611 0511 YAM (IS NM) 4.0. PROPOSED FRE MANI (0010 5118015 ARE NU TO SCALE) E)(1-11BI-r 3 NDTE. SCALE SHOWN 00 10)5 DRAWING IS FOR 24 • 36 PLOTS TEXAS BOARD OH' PROfESSIOM\ L N' \ GISEH RS DEFORM nu No ISO Ems 0,91po. ##'. S B D TE B &F ENGINEERING. INC. 9213 AIRPORT ROAD. HDT SPRINGS. ARKANSAS 71913 (PH) 5D1-767-2381 (F.) 601-717-81359 Cl 4 Design 19GB 2/11 DRAWING NUMBER .513 NO 7-3138-1101 ACAD NC, 1307 2/18/11 Drown .11(P 7/11 BRONCO ROAD & SEDWICK ROAD WATERUNE EXTENSION WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS Ch 5 d f; 11 TH 1 IF 9 w .5 ... '19., TAALs..m.- A B 11 Plow Survey TADI 11/10 SCALE. 1" - 100. Fld BD No 2330 DA LT 2011 00 0015 REVISIDNS 11 RIGHT-OF-WAY LCGTCS SHOWN HERE Ge AERIALL PHOTOGRAPHY. ANDFREI ME 910 BEE SURVEYED BY IMP ENGIE[RIMG RIGHT -DF -WAY MASONS SHORN HEREON ARE ABEHOFRC CORPUS CHRISTI S AND AERIAL PHOTOGRAPHY. AID HAVE G'AI BEEN O EN SURVEYED BY BK ENGINEERING TEE IAL W RIMMIME! ^DRER MLNTLREMO[iA EXTEM 44,44. r0=&^ ....111[3. be DI 77-7A 4 7342 Pi 7 430 73,0 8 5 70.73 9 6W VH JULY 11 NS4 @ N EAS UE DTAlIOM. ALL GAS USE LOCAPCA9 AND Om 71473 TO 'Ca- MEE. ' ST -"i. • Gid INS i3 • .00K63«4 f-HH_NE:++ +AYdv LP444 t..e OPEN 0 £tL^'STS C.. MIx33-'4.A P.Ug,3+£bP£HL 7E66. 4L4'305,5=6 •5::"•f9 :± U3 -334 �i3� 'R ANS:35E[�mfiE�Zr VES SEA. 3`s ESE £St2)£,'SL +_xZ ETv. F'ME�;YY,E:A£ AB.bd4RA££c .056itiM .110,,5'ieiG 16900 7700 78100 19 CO 60100 8100 83,10 84900 45100 86900 87 00 IMPORTANT NOTE: ALL GAS LINES AND CORRESPONDING NOTATIONS SHOWN HEREON MERE TAKEN FROM THE FOLLO'MNG MEBSITE AND MAP: Hup: //www.::c.$)Dte. (xDs/D(D/ooIIHe/isdexphp# CONTRACTOR SHOULD NOTIFY OMNER AND FIELD VERIFY LOCATION 10)00 TO ANY EXCAVATION. CONSTRUCTION NOTES FOR EXISTING UNDERGROUND GAS LINES: • GHS COMPANY REPRESEMTATW LET BE 011-91E WRNG ALL HAMMEL CONSIR0C11C MCN VICINITY M EX611MG GAS NM. • TOTAL CIRCUMFERENCE OF [NIMES GAS MAIM MST BE EXPOSED MEM INSIAWNG WAIERUN: AT CNOSSNGS • N[CINMCAL DIGGING OF TRENCH 6 ALLDMED, EXCEPT FOR ROHN N" OF EXISTING CAS MAN IM ALL MREC16MS HAIR MGGNG OF EA1[RLAE 1RENC 6 REWIRE...ISSN 24• C EX611MG GAS MAIN EIGHTEEN (IB) ACHES NNWN VERTICAL CLEARANCE IS REWIRED BETWEEN INVERT OF EXIS1NG GHS MAIM it CROIX O NEW MATERUME. NOTE: ALL MORA MUST BE CCE ACC*/UNG 10 GAS LIME LIMIER REWIRENEN15 CONTRACT*/ 15 RESPCSESE FOR METING AMY/ALL EQUIPMENTS SET MATH BY OMR OF EACH GAS LIME 86900 89 CO 90100 WATER LINE PROFILE HORRCIAL SCALE: I• = 100' REBOOK SC IE 1• = 5' 0110 92910 93100 94 CO 95100 96900 91 00 SCALE IN FEET Fovate 811 98900 99 CO 110106 L PUWC IMPRCEMENIS, UPL11E5 AND RELOCATED APPURTENANCES SHALL BE CCSIRUCIED C IN5IALLCD N ACC*/D*NCE MIH OM CP CORPUS CM511 TX STANDARDS SPECDGTCS AND DUALS +M NOTE +M EX611MG MATER USES WEN HEREON ARE REFERENCED FRC THE CITY OF CORPUS CIMISP OS SNE; ALL EXISTING MATERUSES SUMO BE nu AIMED MX 10 CONSPAUCIION LEGEND OWING HER LRE (97E A5 WED) ARMED EATER UNE (SIZE AS HOED) PROPOSED TEE PROPOSED SEM) (A5 NO60) ARMED VALVE (AS LAMED) PROPOSED FRE HAENAN! (N01E: SYMBOLS ARE NPI TO SCALE) BY DATE REVISIONS EXHIBIT 3 NOTE: SCALE SHOWN ON THIS DRAWING IS FOR 24" • 36" PLOTS. TEXAS HOARD OE PROFESSIONAL ENGINEERS ENGNEERING nu NO. I7 MANS mVATH BY Design Drown CH 1 0 Bn Alen Survey FIEBA.No. MGB JKP DATE 7/11 7/11 B&F ENGINEERING, INC. 928 AIRPORT ROAD, HDT SPRINGS, ARKANSAS 71913 (PH) 501-767-2386 (FAX) 501-767-8859 TAW 11/10 233D RHEW ROAD WATERLINE EXTENSION WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NUMBER JDB NO: 7•3438•1101 ACRD NO. 007 7/18/11 SCALE: 1" - 1130 DATE: JULY 2011 DRC 85 8i 8Y 8i gi g� �. DMZ VERIFY PBal IPA WATER LCCATCM AND TD CONSIR RAIN; DEPTH 1 CPC 6 :------------------] 1 A SED 'b b RAT LT.. H 1711111 APPRCIYATE OEPiM SHDLCAS NDi[M (IIHCA) 9:[ MAIM ' DI b 25 25 16900 7700 78100 19 CO 60100 8100 83,10 84900 45100 86900 87 00 IMPORTANT NOTE: ALL GAS LINES AND CORRESPONDING NOTATIONS SHOWN HEREON MERE TAKEN FROM THE FOLLO'MNG MEBSITE AND MAP: Hup: //www.::c.$)Dte. (xDs/D(D/ooIIHe/isdexphp# CONTRACTOR SHOULD NOTIFY OMNER AND FIELD VERIFY LOCATION 10)00 TO ANY EXCAVATION. CONSTRUCTION NOTES FOR EXISTING UNDERGROUND GAS LINES: • GHS COMPANY REPRESEMTATW LET BE 011-91E WRNG ALL HAMMEL CONSIR0C11C MCN VICINITY M EX611MG GAS NM. • TOTAL CIRCUMFERENCE OF [NIMES GAS MAIM MST BE EXPOSED MEM INSIAWNG WAIERUN: AT CNOSSNGS • N[CINMCAL DIGGING OF TRENCH 6 ALLDMED, EXCEPT FOR ROHN N" OF EXISTING CAS MAN IM ALL MREC16MS HAIR MGGNG OF EA1[RLAE 1RENC 6 REWIRE...ISSN 24• C EX611MG GAS MAIN EIGHTEEN (IB) ACHES NNWN VERTICAL CLEARANCE IS REWIRED BETWEEN INVERT OF EXIS1NG GHS MAIM it CROIX O NEW MATERUME. NOTE: ALL MORA MUST BE CCE ACC*/UNG 10 GAS LIME LIMIER REWIRENEN15 CONTRACT*/ 15 RESPCSESE FOR METING AMY/ALL EQUIPMENTS SET MATH BY OMR OF EACH GAS LIME 86900 89 CO 90100 WATER LINE PROFILE HORRCIAL SCALE: I• = 100' REBOOK SC IE 1• = 5' 0110 92910 93100 94 CO 95100 96900 91 00 SCALE IN FEET Fovate 811 98900 99 CO 110106 L PUWC IMPRCEMENIS, UPL11E5 AND RELOCATED APPURTENANCES SHALL BE CCSIRUCIED C IN5IALLCD N ACC*/D*NCE MIH OM CP CORPUS CM511 TX STANDARDS SPECDGTCS AND DUALS +M NOTE +M EX611MG MATER USES WEN HEREON ARE REFERENCED FRC THE CITY OF CORPUS CIMISP OS SNE; ALL EXISTING MATERUSES SUMO BE nu AIMED MX 10 CONSPAUCIION LEGEND OWING HER LRE (97E A5 WED) ARMED EATER UNE (SIZE AS HOED) PROPOSED TEE PROPOSED SEM) (A5 NO60) ARMED VALVE (AS LAMED) PROPOSED FRE HAENAN! (N01E: SYMBOLS ARE NPI TO SCALE) BY DATE REVISIONS EXHIBIT 3 NOTE: SCALE SHOWN ON THIS DRAWING IS FOR 24" • 36" PLOTS. TEXAS HOARD OE PROFESSIONAL ENGINEERS ENGNEERING nu NO. I7 MANS mVATH BY Design Drown CH 1 0 Bn Alen Survey FIEBA.No. MGB JKP DATE 7/11 7/11 B&F ENGINEERING, INC. 928 AIRPORT ROAD, HDT SPRINGS, ARKANSAS 71913 (PH) 501-767-2386 (FAX) 501-767-8859 TAW 11/10 233D RHEW ROAD WATERLINE EXTENSION WATER MAIN EXTENSION COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NUMBER JDB NO: 7•3438•1101 ACRD NO. 007 7/18/11 SCALE: 1" - 1130 DATE: JULY 2011 1001030011069001000060606, U. IF TAPPED HOE 6 SANE SR AS MAIN DBE 1MADID OP1.SAN P1I..u4 xd[CLIME �Abll TAPPING [N [DUAL TD NUNFR H-616. 2. IF TAPPED MO[ S ENE MAN 21 ZELLER MAN TAPPED LAIN. USE SS TAPPING SIEFV£ FOES 10 SMITH-NAIR TYPE 651 TOP OF YALE 1D BE FLUSH WITH 110' r 111' CONCRETE PAD ENSHED SURFACE IOTA N PAVED MEAS) MUELLER H-10365 VALVE OR APNd6) [COAL TAPPING 9FEE L VALE (Nu[ UR Oe EQUAL). USE 61 TYPE 01111 GASKETS 1D ER EASING MAN. 13 RUM CON 01.1 TAPPING VALVE S1PR N ell) Is MD6NRBED SOIL VALVE 1AND 661[ TE GRAVEL 101 �741.11,1 TAPPING SLEEVE AND VALVE TYPICAL WATER MAIN TERMINATION FOR FUTURE EXTENSION f/NFRAI NOTES: 0 THE UILIIY CONTRACTOR SHALL PROVIDE M MATERIALS AN) LABOR 10 INSTALL THE MATER LINE AS SROM N THE GENERAL LAYOUT. 2. THE VAULT AND DOUBLE CHECK DETECTOR SHALL BE PROVIDED AND INSTALLED BY THE NRF SPRINKLER CONTRACTOR. YAULT NOTES 1. VAULT MAY B[ INSTALLED EN91 KIM 110305T0AN WAUMYS SEAWARD EXPANSDN 121/1 MATERIAL ELL BE UTILIZED BETWEEN M VAULT 01D ADJACENT CONCRETE. 2. EHICIIINR TRAFFIC M VAULT NAL EWE SPECIAL HATCHWAY AND SEPARATE 9JBMTTAL DRAENI5 APPROVED BY A REGITEREDO AL ENGINEER. 1 USM' GATE VALVES ELL BE CHAINED AID LOCKED N THE OPEN POSIIOA OR A5 SPECIFIED BY TIE CORPUS CHR6I EIRE DEPARTMENT SEPARATION AND OIENIAIDN M VAULTS(IL HAICHNAY UTCH OIEN1ATION) NAL B[ CONSIDERED DURING PUN APPROVAL. YAULT SPECIFICATIONS TDP. Aeh1A KM KIN 3'-0• r 9'-0' DOUBLE IEE ALIMNN HATCHWAY 930 HALLS 311- 9A1s11 NM BUTEN 5" - p* --' NNE Pu CONCRETE: 9030 NO IBS PER CY(50W 5/B. PPA EASEL 50Z SAND) REINFORCEMENT: ADD ADDIIOAL ENFORCEMENT AROUND HAICHKAY ANI DEN. 10 PREVENT CRACION: 1. BY DATE REVISIONS NATE: SCALE SHOWN ON THIS DRAWING IS FOR 24" • 36" PLOTS. TEXAS HOARD OF PROFESSIONAL N'GINEE RS ENGNEFRING DM NO. 1991 ONO NNVWN TIJC YE1HY 1 TEASE XHIBIT BY Design Drown CH 0 1 BH Pon Survey MGB JKP DATE 7/11 7/11 BaF ENGINEERING. INC. 92B AIRPORT ROAD. HDT SPRINGS. ARKANSAS 71913 (PH) 561-767-256 (FAX) 501-767-6059 11/10 233D TAXI WATER UTILITY DETAILS RECYCLING FACILITY COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NUMBER 6 NO: 1-3s136-1101 MAD NO. 021 1/12/11 SCALE: AS SHOWN DATE: JULY 2011 1(P 6/25/11 ADDED METER VAULT ASSE201 ET0I1. SIM NOTES REVISIONS NATE: SCALE SHOWN ON THIS DRAWING IS FOR 24" • 36" PLOTS. TEXAS HOARD OF PROFESSIONAL N'GINEE RS ENGNEFRING DM NO. 1991 ONO NNVWN TIJC YE1HY 1 TEASE XHIBIT BY Design Drown CH 0 1 BH Pon Survey MGB JKP DATE 7/11 7/11 BaF ENGINEERING. INC. 92B AIRPORT ROAD. HDT SPRINGS. ARKANSAS 71913 (PH) 561-767-256 (FAX) 501-767-6059 11/10 233D TAXI WATER UTILITY DETAILS RECYCLING FACILITY COMMERCIAL METALS COMPANY CORPUS CHRISTI TEXAS DRAWING NUMBER 6 NO: 1-3s136-1101 MAD NO. 021 1/12/11 SCALE: AS SHOWN DATE: JULY 2011 CMC Allowable Reimbursables Based on CMC estimates (see attached) Item Quantity Unit Rate Cost Allowable Percentage Allowable Cost 8x8 Tapping Sleeve with Valve 1 $4,000.00 $4,000.00 50% $2,000.00 LF 8 C -900 " 3,600 LF $30.00 $108,000.00 50% $54,000.00 Bore Under Railroad Spur 1 $18,000.00 $18,000.00 50% $9,000.00 4" C -900 500 LF $18.00 $9,000.00 0% $0.00 2" SDR -21 CL 200 PVC 360 360 LF $10.50 $3,780.00 0% $0.00 12 C -900 " 7,300 LF $39.50 $288,350.00 100% $288,350.00 Fire Hydrant Assemblies 6 $4,500.00 $27,000.00 100% $27,000.00 Locations to be Bored under Oil Lines 2 $14,000.00 $28,000.00 100% $28,000.00 Connection to Existing 12 Line " 1 $3,500.00 $3,500.00 100% $3,500.00 Concrete Meter Vault 1 $3,220.00 $3,220.00 0% $3,220.00 TOTAL: $492,850.00 TOTAL ALLOWABLE COST: $415,070.00 Exhibit 4 3,600 LF 1 500 LF 360 IF 7,300 II 6 2 1 CORPUS CHRISTI SHREDDER WATER MAIN EXTENSION & LOOP INQUIRY : 381-08-014R-CP-02 Contractor: LI. Fox Construction, Inc. PO Box 2708 Rockport, TX 78381 COST PROPOSAL BREAKDOWN Item Quantity Unit Rate Cost BxB Tapping Sleeve with Valve LF 8" C-900 Bore Under Railroad Spur 4" C-900 2" SDR-21 CL 200 PVC 12" C-900 Fire Hydrant Assemblies Locations to be Bored under Oil Lines . . . Connection to Existing 12" Line Concrete Meter Vault $4,000.00 $4,000.00 $30.00 $108,000.00 $18,000.00 $18,000.00 $18.00 $9,000.00 $10.50 $3,780.00 $39.50 $288,350.00 $4 , 500 00 $27 000 00 $14,000.00 $28,000.00 $3,500.00 $3,500.00 ,220.00 ,220.00 TOTAL: $492,850.00 Prepared By Cole Popp Project Manager: Don Schwab 10 1 / Exhibit 4 F vi, CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS City of Corpus Christi ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". FIRST NAME: CAAC. G6'k3.1 actikt STREET: 1.--4 t &61..c o & CITY: C.&114,_ ZIP: FIRM IS: Corporation n2. Partnership 3. Sole Owner n4. Association o5. Other DISCLOSURE QUESTIONS if additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm ". Name Job Title and City Department (if known) IoF� 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm ". Name Title Ntk 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm ". Name Board, Commission, or Committee Nik 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 35 or more of the ownership in the above named "firm ". Name CERTIFICATE Consultant I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: 'On �� Title: (Type or Pri Signature of Certifying Person: ) Date: Exhibit 5 DEFINITIONS a. "Board Member". A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Employee ". Any person employed by the City of Corpus Christi, Texas, either on a full or part - time basis, but not as an independent contractor. c. "Firm ". Any entity operated for economic gain, whether professional, industrial, or commercial and whether established to produce or deal with a product or service, including but not limited to entities operated in the form of sole proprietorship, as self - employed person, partnership, corporation, joint stock company, joint venture, receivership, or trust and entities which, for purposes of taxation, are treated as non- profit organizations. d. "Official ". The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and division Heads and Municipal Court Judges of the City of Corpus Christi, Texas. e. "Ownership interest ". Legal or equitable interest, whether actually or constructively held in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holding or control established through voting trusts, proxies, or special terms of venture or partnership agreements. f. "Consultant ". Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Exhibit 5 GRID MAIN EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § This Grid Main Extension Construction and Reimbursement Agreement ( "Agreement ") is entered into between the City of Corpus Christi ( "City "), a Texas home -rule municipality, P.O. Box 9277, Corpus Christi, Texas, 78469 -9277, and Commercial Metals Company, 6565 N. MacArthur Blvd., Irving Texas, 75039 ( "Developer"). WHEREAS, Developer in compliance with the City's Unified Development Code, hereinafter called UDC, has filed a plat, approved by the Planning Commission on December 7, 2011, to develop a tract of land of approximately 35.11 acres called CMC Subdivision Lot 4A located on Bronco Road, East of Clarkwood Road and North of State Highway 44 (Agnes Street), as shown in Exhibit 1, attached; WHEREAS, under the UDC, the Developer is responsible for construction of Grid Main Extension (as defined below); WHEREAS, under the UDC, the Developer is eligible for reimbursement of Developer's costs for the construction of Grid Main Extension; WHEREAS, it is to the best interest of the City that Grid Main Extension, be constructed to its ultimate capacity under the Master Plan; WHEREAS, Resolution No. 026869 authorized the acceptance of applications to be eligible for reimbursement in the future when funds are fully available in, and are appropriated by the City Council, from the Grid and Arterial Transmission Mains Funds as per the UDC, Section 8.5.1.C; and WHEREAS, Developer has submitted an application for reimbursement of the costs of installing the Grid Main Extension, see Exhibit 2, attached; NOW, THEREFORE, for and in consideration of the mutual covenants in this Agreement, the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION. The Developer shall construct, or cause to be constructed, the Grid Main Extension, in compliance with the City's UDC and under the plans and specifications approved by the Development Services Engineer pursuant to Section 2 below. 2. PLANS AND SPECIFICATIONS. a. The Developer shall contract with a professional engineer, acceptable to the City's Development Services Engineer, to prepare plans and specifications for the Grid Main Extension, as shown in Exhibit 3, with the following basic design: Page 2 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City 1. Install 1 (one) 8" x 8" tapping sleeve and valve. 2. Install 3,600 linear feet of 8" C -900. 3. Install 1 (one) bore under railroad spur. 4. Install 7,300 linear feet of 12" C -900. 5. Install 6 (six) fire hydrant assemblies. 6. Install 1 (one) connection to existing 12" line. 7. Bore under oil lines in 2 (two) locations. b. The Grid Main Extension must begin at an existing dead -end water line along Manning Road then go east through private property via new dedicated public utility easement to Bronco Road right -of -way. Then turn north along Bronco Road and connect to an existing 12 inch dead -end line along Sedwick and Rhew Road. c. The plans and specifications must comply with City Water Detail Sheets and Standard Specifications. d. Before the Developer starts construction the plans and specification must be approved by the City's Development Services Engineer. which approval may not be unreasonably conditioned. delayed or withheld. 3. SITE IMPROVEMENTS. Prior to the start of construction of the Grid Main Extension, Developer shall acquire and dedicate to the City the required additional utility easements ( "Easements "), if necessary for the completion of the Grid Main Extension. If any of the property needed for the Easement is owned by a third party and Developer is unable to acquire the Easement through reasonable efforts, then the City will use its powers of eminent domain to acquire the Easement. 4. PLATTING FEES. Developer shall pay the City the required acreage fees and pro - rata fees as required by the UDC for the area of the Grid Main Extension. 5. DEVELOPER AWARD CONTRACT FOR IMPROVMENTS. Developer shall use commercially reasonable efforts to award a contract and complete the Grid Main Extension, under the approved plans and specifications, by November 30, 2013. 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 7. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties or obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be C:\ Users \schwadp \AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx Page 3 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City completed thoroughly and promptly within 10 business days after the City receives written notice that a review or inspection is required. 8. DEFAULT. The following events shall constitute default: a. Developer fails to engage a professional engineer for the preparation of plans and specifications by the 10th calendar day after the date of approval by City Council. b. Developer -'s- professional- engineer- fails-to- submit-the -plans and -specifications to the City's Director of Engineering Services by the 60th calendar day after the date of approval by City Council. c. Developer fails to award a contract for the construction of the project, according to the approved plans and specifications, by the 90t" calendar day after the date of approval by City Council. d. Developer's contractor does not reasonably pursue construction of the project under the approved plans and specifications. e. Developer's contractor fails to complete construction of the project, under the approved plans and specifications, on or before November 30, 2013. f. Either the City of Developer otherwise fails to comply with its duties and obligations under this Agreement. 9. NOTICE AND CURE. a. In the event of a default by either party under this Agreement, the non - defaulting party shall deliver notice of the default, in writing, to the defaulting party stating, in detail the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice ( "Cure Period ") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non - defaulting party may pursue its remedies in this section. d. Should Developer fail to perform any obligation or duty of this agreement, the City shall give written notice to Developer, at the address stated above, of the need to perform the obligation or duty, and should Developer fail to perform the obligation or duty within 15 days of receipt of the notice, the City may (after providing written notice to Developer of City's election to perform such obligation or duty) perform the obligation or duty, charging the cost of such performance to Developer by reducing the reimbursement amount due to Developer. C:\ Users \schwadp \AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx Page 4 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City e. In the event of an uncured default by the Developer, after the appropriate notice and cure period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default. 2. Refuse to record a related plat or issue any certificate of occupancy for any - structure -to be served by the project. 3. Perform any obligation or duty of the Developer under this Agreement and charge the cost of such performance to Developer. Developer shall pay to the City the reasonable and necessary cost of the performance within 30 days from the date Developer receives notice of the cost of performance. In the event that Developer pays the City under the preceding sentence, and it is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. until such time as the Grid Main Extension has been completed or the requirements of the UDC have otherwise been satisfied. f. In the event of an uncured default by the City after the appropriate notice and cure period, the Developer has all its remedies at law or equity for such default. 10. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemic; landslides; lighting; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party shall give written notice of the full particulars of the force majeure to the other party within twenty (20) business days after the occurrence or waive the rights to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent effected by the force majeure, are suspended during the continuance of the inability claimed, but for no longer period and the party shall endeavor to remove or overcome such inability with all reasonable dispatch. 11. NOTICES. a. Any notice or other communication required or permitted to be given under this Agreement must be given to the other Party in writing at the following address: C:\ Users \schwadp \AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx 1. If to the Developer: Commercial Metals Company Attn: Paul Kirkpatrick 6565 N. MacArthur Blvd. Irving, Texas 75039 2. If to the City: City of Corpus Christi Page 5 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City Attn: Assistant City Manager, Development Services 1201 Leopard Street (78401) P.O. Box 9277 Corpus Christi, Texas 78469 b. Notice required by this paragraph may be by United States Postal Service, First Class Mail, Certified, Return Receipt Requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change of address for notices by giving notice of the change under the provisions of this section. 12. THIRD -PARTY BENEFICIARY. Developer's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the project, contracts for testing services, and with the contractor for the construction of the project must provide that the City is a third party beneficiary of each contract. 13. PERFORMANCE AND PAYMENT BONDS. Developer shall require its contractor for the contractor for the construction of the project, before beginning the work, to execute with Developer and the City a performance bond if the contract is in excess of $100,000 and a payment if the contract is in excess of $25,000. The performance and payment bond must comply with Texas Government Code, Chapter 2253. 14. WARRANTY. Developer shall fully warranty the workmanship of and function of the Grid Main Extension and the construction of the Grid Main Extension for a period of one year from and after the date of acceptance of the facilities by the City Engineer. 15. REIMBURSEMENT. a. Subject to the internal appropriation of funds, the City will reimburse the Developer 100% of the reasonable cost of the Grid Main Extension, not to exceed $415,070.00 See attached cost estimate (Exhibit 4). b. The City agrees to reimburse the Developer on a monthly basis upon invoicing for work performed. The reimbursement will be made no later than 30 days from the date of C:\ Users \schwadp \AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx Page 6 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City the invoice. Developer shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. To be eligible for reimbursement, the work must be completed in a good and workmanlike manner, and must have been inspected and accepted by the City, which inspection and acceptance shall not be unreasonably conditioned, delayed or held. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. d. In the event that this Agreementis terminated by the City at a time when there has been a partial completion and partial payment for the improvements, then the City shall only reimburse Developer for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that there is an uncured default by Developer. 16. INDEMNIFICATION. DEVELOPER, ITS OFFICERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, AND LICENSEES (HEREINAFTER CALLED "DEVELOPER ") SHALL FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AGENTS, LICENSEES, AND INVITEES ( "INDEMNITEES ") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, TO THE EXTENT CAUSED BY DEVELOPER OR WHICH ARE ALLEGED TO HAVE ARISEN OUT OF DEVELOPER'S NEGLIGENT PERFORMANCE UNDER THIS AGREEMENT. DEVELOPER SHALL, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS ALLEGED TO ARISE IN CONNECTION TO THIS AGREEMENT, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION WITH COUNSEL SATISFACTORY. THIS INDEMNITY SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THE AGREEMENT. 17. COVENANT RUNNING WITH THE LAND. This Agreement is a covenant running with the land, CMC Subdivision Lot 4A, a subdivision in Nueces County, Texas, and must be recorded in the Official Public Records of Nueces County, Texas. The duties, rights, and obligations of the Agreement are binding on and inure to the benefit of the Developer's successors or assigns. After completion of the Grid Main Extension pursuant to the terms of this Agreement. Developer will provide an original recordable release of this Agreement to the City. The City shall execute the release and return it to C:\ Users \schwadp \AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx Page 7 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City Developer after the City has reviewed the release and made changes, if any changes are necessary. 18. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may not be assigned by Developer to another without the written approval and consent of the City's City Manager. which consent shall not be unreasonably withheld conditioned or delayed. 19. DISCLOSURE OF OWNERSHIP INTERESTS. Developer further agrees, in compliance with the City Ordinance No. 17110 to complete, as part of this Agreement, the Disclosure of Ownership interest form attached hereto as Exhibit 5. 20. EFFECTIVE DATE. This Agreement becomes effective and is binding upon and inures to the benefit of the City and Developer, and their respective heirs, successors, and assigns from and after the date of execution by all parties. 21. AUTHORITY. Each party hereto represents and warrants to the other that its signatory has the authority to act on behalf of the party and make this Agreement binding and enforceable by their signature. This AGREEMENT shall be executed in triplicate, all original copies of which shall be considered one instrument. This* AGREEMENT becomes effective and is binding upon, and inures to the benefit of the CITY and PERMITEE, and their respective heirs, successors and assigns, from and after the date that all original copies have been executed by all signatories. In witness whereof, this license agreement has been duly authorized, executed, and delivered by the parties as of the respective dates appearing below. EXECUTED IN Triplicate originals this* day of , 2012. Signatures on pages 8 and 9. C:\ Users \schwadp \AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \43 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx Page 8 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City Acceptance The above Agreement is hereby accepted and its terms and conditions agreed this the day of , 2012, by , on behalf of Commercial Metals Company. Commercial Metals Company agrees to keep and perform the conditions proposed by said Agreement and to be bound by all of the terms of same. By: THE STATE OF TEXAS § COUNTY OF NUECES § DEVELOPER: Commercial Metals Company 6565 MacArthur Blvd., Suite 800 Irving, Texas 75039 By: PA& Name: 11t Sokm)clt0 P1c Acrt This instrument was acknowledged before me on 4, , 2012, by Ow/4k, i /3-10 , on behalf of Commercial Metals Company. 464 Notary Public, State of T as wuu AAAAAA A.AAAAUAA.u..s. LOUISA M. GOMEZ Notary Public STATE OF TEXAS My Comm. Exp. 08,23.2014 C:\ Users \schwadp \AppData \Local \Microsoft \Windows \Temporary Internet Files \Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx Page 9 of 9 Grid Main Construction & Reimbursement Agreement CMC and the City CITY CITY OF CORPUS CHRISTI 1201 Leopard Street P.O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 826 -3222 ATTEST: By: By: Armando Chapa City Secretary THE STATE OF TEXAS COUNTY OF NUECES Ronald L. Olson City Manager This instrument was acknowledged before me on the _ day of , 2012, by Armando Chapa, City Secretary, for the City of Corpus Christi, a Texas Municipal Corporation, on behalf of the Corporation. Notary Public, State of Texas THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on the day of , 2012, by Ronald L. Olson, City Manager, for the City of Corpus Christi, a Texas Municipal Corporation, on behalf of the Corporation. Notary Public, State of Texas APPROVED AS TO FORM: This day of , 2012. Carlos Valdez, City Attorney By: Lilia K. Castro Assistant City Attorney C:\ Users \schwadp \AppData \Local \Microsoft\Windows \Temporary Internet Files\ Content.Outlook \BIDMAOQP \4 -3 -12 CMC -GRID MAIN EXTENSION CONSTRUCTION .docx REVISED AGENDA MEMORANDUM for the City Council Meeting of May 15, 2012 DATE: TO: FROM: 4/26/2012 Ronald L. Olson, City Manager Mark Van Vleck, Interim Director of Development Services MarkVV@cctexas.com (361) 826 -3246 Grid Main Extension Construction and Reimbursement Agreement with Commercial Metals Company, developer of CMC Subdivision Lot 4A CAPTION: Motion approving the Grid Main Extension Construction and Reimbursement Agreement submitted by Commercial Metals Company, owner and developer of CMC Subdivision Lot 4A, located north of Hwy. 44 (Agnes St.) on Bronco Road for the extension of an 8 -inch and 12 inch Grid Main line, including all related appurtenances. Ordinance appropriating $415,070.00 from the No. 4030 Water Arterial Transmission & Grid Main Trust Fund to reimburse Commercial Metals Company, for the extension of a 12 -inch grid main line, including all related appurtenances for development of CMC Subdivision Lot 4A, as specified in the Water Grid Main Line Extension Construction and Reimbursement Agreement. BACKGROUND AND FINDINGS: Commercial Metals Company, Inc. is requesting a Grid Main Extension Construction and Reimbursement Agreement for the platting and development of CMC Subdivision Lot 4A, as shown on the final plat (Exhibit 1). The subdivision is located north of Hwy. 44 (Agnes St.) on Bronco Road. The proposed improvements will provide adequate water to the proposed Industrial development. A layout of existing and proposed improvements is included as Exhibit 3. The developer has submitted a Construction Cost Estimate (Exhibit 4) and supporting documentation in compliance with provisions of the Unified Development Code, Section 8.5.2. A total of 3,600 -feet of the proposed 8 -inch water line and a total of 7,300 -feet of the proposed 12 -inch water line are off -site and eligible for reimbursement. The total installation cost of off -site improvements submitted by the developer for the 8 -inch and 12 -inch water Line is $492,850.00. The water line will be part of the Grid Main and thus 100% reimbursable. The 8 -inch water line is eligible for a maximum reimbursement of an off -site extension to 50% of the total cost. Therefore, the maximum reimbursable amount will be $415,070.00. A detailed breakdown of the Engineer's cost estimate is included as Exhibit 4. A Grid Main extension construction and reimbursement agreement must be approved by the City Council before the developer starts construction. The reimbursement only shall be made when monies are fully available in and appropriated from the Water Arterial and Grid Main Trust Fund. The order of reimbursement will be determined according to the date the collection main construction and reimbursement agreement is approved by the City Council. REVISED ALTERNATIVES: Denial of the Grid Main Extension Construction and Reimbursement Agreement OTHER CONSIDERATIONS: Not applicable FINANCIAL IMPACT: Operating Expense Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 867,727.55 867,727.55 Encumbered / Expended Amount 19,433.18 19,433.18 This item 415,070.00 415,070.00 BALANCE 433, 224.37 433, 224.37 Fund(s): Comments: A Grid Main extension construction and reimbursement agreement must be approved by the City Council before the developer starts construction. The reimbursement only shall be made when monies are fully available in and appropriated from the Water Arterial and Grid Main Trust Fund. The order of reimbursement will be determined according to the date the collection main construction and reimbursement agreement is approved by the City Council. CONFORMITY TO CITY POLICY: The owner and developer will be extending off -site water to serve the proposed development and has requested reimbursement of qualified construction costs, as provide in the Unified Development Code. EMERGENCY / NON - EMERGENCY: Non - emergency DEPARTMENTAL CLEARANCES: Legal Finance RECOMMENDATION: Staff recommends approval of the motion and appropriation of funds as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Final Plat Application for Grid Main Reimbursement Plans and Specifications Engineer's Cost Estimate Grid Main Extension Construction and Reimbursement Agreement REVISED Page 1 of 2 AN ORDINANCE APPROPRIATING $415,070.00 FROM THE NO. 4030 WATER ARTERIAL TRANSMISSION AND GRID MAIN TRUST FUND TO REIMBURSE COMMERCIAL METALS COMPANY, FOR THE EXTENSION OF A 12 -INCH GRID MAIN LINE, INCLUDING ALL RELATED APPURTENANCES FOR DEVELOPMENT OF CMC SUBDIVISION LOT 4A, AS SPECIFIED IN THE WATER GRID MAIN LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS: SECTION 1. That $415,070.00 is appropriated from the No. 4030 Water Arterial Transmission and Grid Main Trust Fund to reimburse Commercial Metals Company, for the extension of a 12 -inch grid main line, including all related appurtenances for development of CMC Subdivision Lot 4A, as specified in the Water Grid Main Line Extension Construction and Reimbursement Agreement. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Signatures at next page. Joe Adame Mayor K: ADevelopmentSvcs \ SHARED \Legistar \CC May 8 \CMC REIMBURSEMENT AGREEMENT\ORD.CMC Appropriation re Water and Grid Main trust Fund.docx Page 2of2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2012, by the following vote: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal That the foregoing ordinance was read for the second time and passed finally on this the day of , 2012, by the following vote: Joe Adame David Loeb Chris Adler John E. Marez Kelley Allen Nelda Martinez Larry Elizondo, Sr. Mark Scott Priscilla Leal PASSED AND APPROVED this the day of , 2012. ATTEST: Armando Chapa City Secretary Joe Adame Mayor K:ADevelopmentSvcs \ SHARED \Legistar \CC May 8 \CMC REIMBURSEMENT AGREEMENT\ORD.CMC Appropriation re Water and Grid Main trust Fund.docx AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 DATE: TO: May 17, 2012 Ronald L. Olson, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawM (a�cctexas. com 361- 826 -1972 Appropriation of $500,000 from the General Fund Unappropriated Fund Balance for removal, mulching, and disposal of brush and debris which resulted from severe thunderstorms and wind that occurred May 10, 2012. CAPTION: Ordinance appropriating $500,000 from the unappropriated fund balance in the No. 1020 General Fund for the removal, mulching, and disposal of brush and debris which resulted from severe thunderstorms and wind that occurred May 10, 2012; changing the FY2011 -12 operating budget adopted by Ordinance 029155 by increasing appropriations by $500,000; and declaring an emergency. PURPOSE: The purpose of the ordinance is to provide funding for the timely removal, mulching, and /or disposal, of brush and debris, to protect the health, safety and welfare of our residents. BACKGROUND AND FINDINGS: In the late hours of May 10, 2012, a strong line of thunderstorms swept through the City. While sustained winds of 60 mph were recorded at the Corpus Christi International Airport, with gusts to 70 mph, the northwest area of the City experienced higher winds speeds that toppled trees, broke windows, and damaged fences, roofs, utility lines, and other structures. Most damage occurred in the area north and west of Rand Morgan Road and extending through the River Hills subdivision. The volume of brush and debris far exceeds the department's resources to effectively respond in a timely manner. The use of outside contractors is required remove the brush and debris to protect the health, safety and welfare of our residents. In compliance with the City Charter, Article X, Section 2(a), the City Manager granted the Solid Waste Operations Department request for an emergency procurement waiver. This action allowed Solid Waste Operations to move forward in contracting with DRC Emergency Services and expedite the removal of storm debris, for a rate of $10.47 per cubic yard. Clean brush will be ground into mulch by Austin Wood for the rate of $1.00 per cubic yard. DRC Emergency Services is the City's prepositioned Hurricane /Emergency Debris Contractor. ALTERNATIVES: The City's Solid Waste Operations Department Brush Division could work regular hours, focus efforts solely in the area affected by the storm, and remove the brush and debris within approximately three months. However, that effort would necessitate abandoning the published brush and bulky item collection cycle close to the beginning of hurricane season. OTHER CONSIDERATIONS: The Solid Waste Operations Department utilized the services of DRC Emergency Services and Austin Wood following the June 24 2010 windstorm. The use of private contractors was effective in removing brush and debris from the City's right -of -way. CONFORMITY TO CITY POLICY: This appropriation ordinance, and actions taken by City Staff to protect the health, safety and welfare of our residents, does not violate any known City policy. EMERGENCY / NON - EMERGENCY: Emergency. DEPARTMENTAL CLEARANCES: Legal, Finance, Management and Budget, and Solid Waste Operations. FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item +$500,000 $500,000 BALANCE +$500,000 $500,000 Fund(s): General Fund Comments: RECOMMENDATION: Approve Ordinance as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance, Certification of Funds Ordinance appropriating $500,000 from the unappropriated fund balance in the No. 1020 General Fund for the removal, mulching, and disposal of brush and debris which resulted from severe thunderstorms and wind that occurred May 10, 2012; changing the FY2011 -12 operating budget adopted by Ordinance No. 029155 by increasing appropriations by $500,000; and declaring an emergency. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Funds in the amount of $500,000 are appropriated from the unappropriated fund balance in the No. 1020 General Fund for the removal, mulching, and disposal of brush and debris which resulted from severe thunderstorms and wind that occurred May 10, 2012. Additionally, the FY2011 -12 operating budget adopted by Ordinance No. 029155 is changed by increasing appropriations by $500,000. SECTION 2. Upon the written request of the Mayor or five Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs, and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor Corpus Christi, Texas day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members Joe Adame Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott Solid Waste Operations Memo TO: Ronald L. Olson, City Manager THRU: Oscar R. Martinez, Assistant City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations SUBJECT: Authorizing Debris Removal Resulting from May 10, 2012 Windstorm Affecting Areas North and West of Rand Morgan Rd. and Extending to the River Hills Subdivision DATE: May 17, 2012 SUMMARY: In the late hours of May 10, 2012, a strong line of thunderstorms swept through the City. While sustained winds of 60 mph were recorded at the Corpus Christi International Airport, with gusts to 70 mph, the northwest area of the City experienced higher winds speeds that toppled trees, broke windows, and damaged fences, roofs, utility lines, and other structures. Most damage is in the area north and west of Rand Morgan R. and extending through the River Hill subdivision. Solid Waste Operations brush crews responded immediately that evening, and worked through the night to clear trees and debris blocking right of way and access to adjacent private properties. The regular brush collection schedule has been temporarily put on hold so that all departmental resources may focus efforts to clear brush and debris from the area. The volume of brush and debris far exceeds the department's resources available to effectively respond in a timely manner. ACTIONS TAKEN: 1. All available department resources are being applied in the effort to remove storm debris from the affected area. 2. A quote from DRC Emergency Services, for $10.47/c.y., was obtained. DRC was contracted to remove debris following the June 24, 2010 wind storm. FUTURE ACTIONS: 1. Use of an external contractor may be necessary to complete corrective actions to permanently address the situation on a time or cubic yard basis. Page 1 of 2 CONTRACT AUTHORITY: The City Manager is authorized to approve contracts in excess of $50,000 by Charter Art. X, Sec.2(a) in case of an emergency, but such action must be reported to the Council. Additionally, the Local Government Code §252.022(a) exempts this procurement from State competitive bid requirements because it is necessary to: 1. preserve the property of the municipality; 2. preserve or protect the public health or safety of the municipality's residents; and 3. is due to unforeseen damage to public machinery, equipment or other property. FUNDING: The cost of the debris removal and brush grinding is unknown at this time. The preliminary estimate is approximately $500,000. The project will be funded through the General Fund Balance, in excess of policy requirements. RECOMMENDATION: It is recommended that: 1. staff be authorized to administratively issue a Notice to Proceed with the collection and management of storm debris; and 2. a finding be made that the instant case is an emergency that invokes the City Charter Art. X, §2(a), necessary to preserve the property of the municipality, protect the public health or safety of the municipality's resident and /or because of unforeseen damage to public machinery, equipment, or property. CONCUR: Veronica Ocanas Assistant City Attorney Date Page 2 of 2 AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 DATE: May 3, 2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Interim Director of Engineering Services Danb(a)cctexas.com (361) 826 -3729 Valerie Gray, P.E., Director of Streets and Storm Water Services Vgray(a�cctexas.com (361) 826 -1875 Motion to execute Construction Contract: Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008) CAPTION: A. Motion authorizing the City Manager, or designee, to execute a Construction Contract with Reytec Construction Resources, Inc of Houston, Texas in the amount of $5,851,969.45 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for the base bid and additive alternate No. 2 (Bond 2008). B. Motion authorizing the City Manager, or designee, to execute a Construction Materials Testing with Tolunay -Wong Engineers, Inc of Corpus Christi, Texas in the amount of $89,400.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008). C. Motion authorizing the City Manager, or designee, to execute Amendment No. 7 to a Contract for Professional Services with LNV Engineering, Inc of Corpus Christi, Texas in the amount of $98,560.00 for a restated fee of $1,043,795.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for Construction Inspection Services (Bond 2008). PURPOSE: Award a construction contract to include additional improvements and reconstruction of roadway, curb and gutter, sidewalks, ADA curb ramps, lane striping, pavement markings, street lighting, and utility work to improve public safety and traffic flow in the area. BACKGROUND AND FINDINGS: These proposed improvements include the complete reconstruction of a five -lane roadway including two travel lanes on both sides and continuous left turn lane. Additional improvements will include: curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings, street lighting, and utility work. This project is being phased to cause the least amount of disruption to vehicular traffic, businesses and area residents. On February 29, 2012, the City received proposals from four (4) bidders and the lowest three bidders and their respective bids are as follows: Contractor Base Bid Alternate No. 1 Alternate No. 2 Reytec Construction Resources, Inc. Houston, Texas $5,691,969.45 $678,847.50 $160,000.00 Bay LTD. Corpus Christi, Texas $5,958,388.45 No Bid $125,000.00 Haas - Anderson Corpus Christi, Texas $6,398,296.05 No Bid $500,000.00 Alternate No. 1: Continuously Reinforced Concrete in lieu of HMAC Alternate No.2: Expedited Schedule from Brawner Parkway to Barracuda Place to build the project in 330 Calendar Days (CD) in lieu of 420 CD. Tolunay -Wong Engineers, Inc. was awarded the original geotechnical investigation work as well as the Phase 2 construction materials testing contract based on their commitment to work towards compliance with the City policy on the use of Geotechnical Engineering firms, specifically the requirement to have a locally residing professional engineer working from the local office. Since that time, Tolunay -Wong has relocated a registered geotechnical engineer from their Houston office to their Corpus Christi office and therefore is now in full compliance with the City policy. ALTERNATIVES: 1. Award project as presented 2. Award the project without the Additive Alternate for Concrete in lieu of HMAC (not recommended) 2. Don't award project (not recommended) OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding construction procurement criteria; FY 2011 -2012 Street and Utility Capital Budget. EMERGENCY / NON- EMERGENCY: Not Applicable FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,676,400.00 $7,030,100.00 $200,000.00 $9,906,500.00 Encumbered / Expended Amount 2,676,400.00 0.00 0.00 2,676,400.00 This item 0.00 6, 039, 929.45 0.00 6, 039, 929.45 BALANCE $0.00 990,170.55 $0.00 1,190,170.55 Fund(s): Capital Comments: Not Applicable RECOMMENDATION: The City's consultant LNV Engineering, Inc conducted a life cycle cost analysis using the Federal Highway Administration's Real Cost Program to compare asphalt pavement to concrete pavement. The results showed that over the course of 30 years the present value cost to construct and maintain the road using asphalt is $312,190.00 lower than concrete. Alternate No. 1 has not been recommended because it adds $678,847.50 to the construction contract and would add $312,190.00 as net value over the course of 30 years. The award of Alternate No. 2 to expedite the construction schedule from 420 CD to 330 CD will save 90 Calendar Days for the construction contract from Brawner Parkway to Barracuda Place. The City's consultant, LNV Engineering, Inc conducted a bid analysis of the four proposals submitted to the City. The lowest bidder based on Base Bid and Additive Alternate No. 2 is Reytec Construction Resources, Inc of Houston, Texas. Based on the information submitted for Special Provisions A -28, A -29, and A -30, Reytec Construction Resources, Inc has the experience and resources to complete the project. City staff recommends approval of the construction contract for Base Bid with Alternate No. 2 with Reytec Construction Resources, Inc., construction materials testing contract with Tolunay- Wong Engineers, Inc., and construction inspection services contract amendment with LNV Engineering, Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map PROJECT BUDGET Staples Street Phase 1 from Brawner Parkway to Barracuda Place - Bond 2008 Project No. 6468 May 8, 2012 FUNDS AVAILABLE: Street Capital Improvement Budget (Bond 2008) $5,900,000.00 RTA 60,600.00 Storm Water Capital Improvement Budget 3,365,700.00 Wastewater Capital Improvement Budget 310,200.00 Water Capital Improvement Budget 319,600.00 Gas Capital Improvement Budget 11,000.00 TOTAL AVAILABLE. 9,967,100.00 FUNDS REQUIRED: Construction 5,851,969.45 Contingencies 10% 585,196.95 Consultant Fees: Consultant Design (LNV Engineering, Inc.) * 1,043,795.00 Construction Materials Testing (Tolunay -Wong Engineers, Inc.) ** 89,400.00 Geotechnical Investigation (Tolunay -Wong Engineers, Inc.) 22,482.75 Govind Development, LLC 8,700.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) 274,095.25 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 348,848.50 Finance Reimbursements 149,506.50 Misc. (Printing, Advertising, etc.) 25,000.00 TOTAL $8,398,994.40 Estimated Project Balance $1,568,105.61 * Consultant Original Contract on May 18, 2010 by Motion No. M2010 -118 Construction Inspection Services will be included in LNV Engineers, Inc. consultant contract as an amendment Item C on agenda. ** New contract with Tolunay -Wong Engineers, Inc. for Construction Materials Testing item on agenda. File : \Mproject \councilexh \6468.dwg PHASE 1 0468 Staples Street from Browner to Barracuda Staples Street - Phase 1 from Brawner to Barracuda (BOND 2008) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1of1 Staples Street, Phase 1 Brawner Parkway to Barracuda Place Bond 2008 Council Presentation May 15, 2012 City of Corpus Christi Making Yoga City id 2Groat. Bo 008 Project Scope City of Corpus Christi bur City Creat. Bari 2�Jtr8 Project Schedule Project Estimate: 420 Calendar Days N 14 Months (Base Bid) 330 Calendar Days N 11 Months (Alt. No. 2) Projected Schedule reflects City Council award in May 2012 with anticipated construction completion in July 2013. City of Corpus Christi bur City Creat. Bari 2�Jtr8 FUNDS AVAILABLE: Street Capital Improvement Budget (Bond 2008) RTA Storm Water Capital Improvement Budget Wastewater Capital Improvement Budget Water Capital Improvement Budget Gas Capital Improvement Budget TOTAL AVAILABLE: FUNDS REQUIRED: Construction Contingencies 10% Consultant Fees: Consultant Design (LNV Engineering, Inc.) * Construction Materials Testing (Tolunay-Wong Engineers, Inc.) ** Geotechnical Investigation (Tolunay-Wong Engineers, Inc.) Govind Development, LLC Reimbursements: TOTAL Estimated Project Balance Project Cost $5,900,000.00 60,600.00 3, 365, 700.00 310,200.00 319,600.00 11, 000.00 9,967,100.00 5, 851, 969.45 585,196.95 1, 043, 795.00 89,400.00 22,482.75 8,700.00 797,450.25 $8,398,994.40 $1,568,105.61 * Consultant Original Contract on May 18, 2010 by Motion No. M2010-118 * Construction Inspection Services will be included in LNV Engineers, Inc. consultant contract as an amendment for approval on this agenda. ** New contract with Tolunay-Wong Engineers, Inc. for Construction Materials Testing item for approval on this agenda. City oI Corpus Christi txcitt L Bari 2Oa8 PROJECT BUDGET Staples Street Phase 1 from Brawner Parkway to Barracuda Place - Bond 2008 Project No. 6468 May 8, 2012 FUNDS AVAILABLE: Street Capital Improvement Budget (Bond 2008) $5,900,000.00 RTA 60,600.00 Storm Water Capital Improvement Budget 3,365,700.00 Wastewater Capital Improvement Budget 310,200.00 Water Capital Improvement Budget 319,600.00 Gas Capital Improvement Budget 11,000.00 TOTAL AVAILABLE. 9,967,100.00 FUNDS REQUIRED: Construction 5,851,969.45 Contingencies 10% 585,196.95 Consultant Fees: Consultant Design (LNV Engineering, Inc.) * 1,043,795.00 Construction Materials Testing (Tolunay -Wong Engineers, Inc.) ** 89,400.00 Geotechnical Investigation (Tolunay -Wong Engineers, Inc.) 22,482.75 Govind Development, LLC 8,700.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) 274,095.25 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 348,848.50 Finance Reimbursements 149,506.50 Misc. (Printing, Advertising, etc.) 25,000.00 TOTAL $8,398,994.40 Estimated Project Balance $1,568,105.61 * Consultant Original Contract on May 18, 2010 by Motion No. M2010 -118 Construction Inspection Services will be included in LNV Engineers, Inc. consultant contract as an amendment Item C on agenda. ** New contract with Tolunay -Wong Engineers, Inc. for Construction Materials Testing item on agenda. File : \Mproject \councilexh \6468.dwg PHASE 1 0468 Staples Street from Browner to Barracuda Staples Street - Phase 1 from Brawner to Barracuda (BOND 2008) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1of1 AGREEMENT for Construction Materials Testing and Engineering Services This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home-rule municipal corporation (-CITY"), acting through its duly authorized City Manager or designee ("City Eng|nee/l. and To|uno4munq Engineers, Inc., a Texas corporation or partnership (LAB), acting through Is duly aulhorized representative who is John Januarv, Branch Manaqer, which agree as fotiows t DECLARATIONS: "CITY~ desires to engage "LAB'' to provide services in connection with City's project, described as foliows Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008) 1Proiect No. 6468) ("PROJECT") 2 SCOPE OF WORK: "LAB" shall provide services to the PROJECT in accordance with the accompanying Scope of Services and Fee Schedule attached as "Exhibit A^ and the Terms and Conditions to AGREEMENT attached as "Exhibit C". 3. PEE, The "CITY" agrees to pay the "LAB" for services provided in accordance with Exhibit "A', Scope of Services and Fee Schedule under this AGREEMENT, a total fee not to exceed $89.400.00 (Eighty-Nine 4 INDEMNIFICATION AND HOLD HARMLESS: 'LAB" agrees to indemnify, save harmtess and defend the City of Corpus Christi, and its agents, servants, and employees as more fully set forth in Exhibit "8". 5. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT SITE. To the besi of the City's knowledge, based upon c rrently available information, the only hazardous or toxic materials, as defined by the laws and regulations of jhe F ral government, the state, and city which exist at the PROJECT SITE are as follows: None. CITY OF CORPUS CHRISTI Oscar R, Mar1nez (Date) Assistant City Manager APPROVED AS TO FORM 7//-�� �7L Qanie|8Ueo. P.E. |n���Qi�c�/o{Engi��ehnD /\.|0mi �/ / '~%- /- ' �� ~|/. -1 "� egal Dapanmen c of ATTEST Management and Budge Armando Chapa, City Secretary (Date) Staples Street Phase 1 from Bravvner Parkway to Barracuda Place (Bond 2008) (Project No 6468) Encumbrance No. 0601.4 gT-��� Y-WONG ENGINEERS, INC. 2/~/2— (Date) 8-7 Corpus Christi, TX 78408 (361) 884-5050 Office (361) 884-5052 Fax 2/L CONTRACT MANAGERS Fund Source Number Amount 9,400 00 I) 5233 IH 37. Suite B -7 * Corpus Christi, TX 784 8 * Phone 361- 884 -5050 * Fax 361- 884 -5052 Tolunay -Wong Engineers, Inc. MATERIAL TESTING COST ESTIMATE PROPOSAL February 27, 2012 Proposal No: P12-0053 City of Corpus Christi Department of Engineering Services 1201 Leopard St., Suite 300 Corpus Christi, Texas 78401 Attention: Mr. Dan Biles, P.E. Interim Director Engineering Services Reference: Cost Estimate for Staples Street Phase 1 Brawner Parkway to Barracuda Place (Bond 2008) Project No. 6468 We are pleased to submit this proposal for performing construction materials testing during the construction for the above referenced project. This proposal outlines our understanding of the project, proposed scope of work and project fees. SCOPE OF WORK It is our understanding that construction materials testing and inspection services will include the following services: • Sampling of soil materials and testing for atterberg limits and moisture /density properties • Compaction testing of soil backfill, subgrade, fill, base, HMAC • Groundwater sampling • Proof -roll and compaction tests of subgrade • HMAC laboratory testing • Concrete monitoring & testing • Test report preparation and submittal • Related laboratory testing and sample pick -up services EXHIBIT "A" Page 1 of 4 IEXHIBIT "A" I Page 2 of 4 FEES As you requested, we have provided a cost estimate for this project. Estimated total cost for all items anticipated were based on the standard TWE fee schedule submitted for projects with the City of Corpus Christi. Any additional services not shown on this proposal will be billed in accordance with the standard fee schedule. Sincerely, T 0 LUN -WONG ENGINEERS, INC. TB o. F -124 Jo Jan Br ch ager Enclosure: Cost Estimate Proposal JJ /ab: CONSTRUCTION MATERIALS TESTING COST ESTIMATE PROPOSAL Cost Estimate for Staples Street Phase 1 Brawner Parkway to Barracuda Place (Bond 2008) Project No. 6468 Description of Services Soils Soils Technician Moisture/Density Relations, ASTM D 698 Atterberg Limits Compressive Strength Stabilized Sand Vehicle Charge Concrete Testing Mix Design Review Concrete Technician Cylinder Tests Sample Pick -up Vehicle Charge Project Management Project Engineer Asphalt Testing Asphalt Technician Extraction/Gradation Specific Gravity Stability Bulk Density Molding Specimens Thickness Cores Vehicle Charge uanti Unit Fee Unit Amount 800 38.00 hr 9 140.00 ea 9 42.00 ea 44 48.00 ea 75 38.00 day Subtotal $30,400.00 1,260.00 378.00 2,112.00 2,850.00 $37,000.00 2 115.00 ea $230.00 300 38.00 hr 11,400.00 120 13.00 ea 1,560.00 75 32.00 hr 2,400.00 80 38.00 day 3,040.00 Subtotal 518,630.00 50 82.00 hr Subtotal $4,100.00 $4,100.00 Ouantit_y Unit Fee Unit Amount 200 38.00 hr $7,600.00 10 120.00 ea 1,200.00 10 40.00 ea 400.00 10 40.00 ea 400.00 10 20.00 ea 200.00 10 40.00 ea 400.00 10 105.00 ea 1,050.00 50 38.00 day 1,900.00 Subtotal $13,150.00 IEXHIBIT "A" Page 3 of 4 I Bast Testing Soil Technician 200 38.00 hr $7,600.00 Sieve Analysis 10 60.00 ea 600.00 Moisture/Density Relations, ASTM D 1557 10 140.00 ea 1,400.00 Atterberg Limits 10 42.00 ea 420.00 Wet Ball Testing 5 150.00 ea 750.00 Triaxial Testing 5 150.00 ea 750.00 Subtotal 511,520.00 Groundwater Testing Base Line Testing 3 1,000.00 ea $3,000.00 Additional Testing (if needed) 2 1,000.00 ea 2,000.00 Subtotal $5,000.00 Total 589,400.00 EXHIBIT "A" Page 4 of 4 Exhibit B Mandatory Requirements (Revised August, 2008) INDEMNIFICATION AND HOLD HARMLESS Consultant agrees to indemnify, save harmless and defend the City of Corpus Christi, and its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorneys' fees, for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise or which may be alleged to have arisen out of or in connection with the work covered by this contract. The foregoing indemnity shall apply except if such injury, death or damage is caused by the sole or concurrent negligence of the City of Corpus Christi, its agents, servants, or employees or any other person indemnified hereunder. EXHIBIT "B" Page 1 of 1 TERMS AND CONDITIONS TO AGREEMENT ARTICLE 1. SERVICES: "LAB" will: 1.1 Provide only those services requested by "CITY ENGINEER" that, in the opinion of "LAB ", lie within the technical or professional areas of expertise of "LAB" and which "LAB" is adequately staffed and equipped to perform. 1.2 Perform technical services under the supervision general - direction - of a licensed professional engineer and in substantial-- accordancecompliance with the basic requirements of the appropriate standards of the American Society for Testing and Materials, where applicable„ Brand -other standards designated in writing by the "CITY ENGINEER. " - 1.3 Promptly submit formal reports (printed and electronic copies) of tests, inspections and services performed indicating, where applicable, compliance with the PROJECT specifications or other contract documents. Such reports must be complete and factual, citing the tests performed, methods employed, values obtained, and parts of the structure of THE PROJECT area subjected to any testing. 1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon request, submit to the "CITY ENGINEER ", or his authorized representative, documentation of such calibration. Secure representative samples of those materials that the City's Contractor proposes to use which require testing, together with relevant data concerning such materials including the point of origin and supplier. 1.5 Consider reports to be confidential, and distribute reports only to those persons, organizations or agencies specifically designated in writing by the "CITY ENGINEER ". 1.6 Retain records relating to services performed for "CITY" for a period of two years following submission of any reports, during which period the records will be made available to the "CITY" at all reasonable times. 1.7 Pay salaries, wages, expenses, social security taxes, federal and state unemployment taxes, and any other similar payroll taxes relating to the services. ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or authorized representative will: 2.1 Provide "LAB" with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of services by "LAB ". 2.2 Issue authorization in writing giving "LAB" free access to THE PROJECT site, and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing those persons or firms which will act as the "CITY's" representative with respect to "LAB'S" services to be performed under this AGREEMENT and which must be promptly notified by "LAB" when it appears that materials tested or inspected are in non- compliance. Only the "CITY ENGINEER" or his designated representative have authority to transmit instructions, receive information and data, interpret and define the CITY's policies and decisions with respect to THE PROJECT. "LAB" acknowledges that certain "CITY" representatives may have different types of authority concerning THE PROJECT. 2.4 Advise "LAB" sufficiently in advance of any operations so as to allow for assignment of personnel by "LAB" for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. IEXHIBIT "C" I Page 1 of 3 • 2.5 Direct THE PROJECT contractor, either by the Construction Contract or direct written order to: (a) Stop work at the appropriate times for "LAB" to perform contracted services; (b) Furnish such labor and all facilities needed by "LAB" to obtain and handle samples at THE PROJECT and to facilitate the specified inspection and tests; (c) Provide and maintain for use of "LAB" adequate space at THE PROJECT for safe storage and proper curing of test specimens which must remain on THE PROJECT site prior to, during, and up to 60 days after testing. ARTICLE 3. GENERAL CONDITIONS 3.1 "LAB ", by the performance of services covered hereunder, does not in any way assume, abridge or abrogate any of those duties, responsibilities or authorities with regard to THE PROJECT which, by custom or contract, are vested in THE PROJECT architects, design engineers, or any other design agencies or authorities. 3.2 "LAB" is not authorized to supervise, alter, relax, enlarge or release any requirement of THE PROJECT specifications or other contract documents nor to approve or accept any portion of the work. "LAB" does not have the right of rejection or the right to stop the work. "CITY ENGINEER" will direct THE PROJECT contractor to stop work at appropriate times for "LAB" to conduct the sampling, testing, or inspection of operations covered by the AGREEMENT. ARTICLE 4. FIELD MONITORING AND TESTING 4.1 "CITY" and "LAB" agree that "LAB" will be on -site to perform inspections for contracted services. The "CITY" and "LAB" also agree that "LAB" will not assume responsibility for PROJECT Contractor's means, methods, techniques, sequences or procedures of construction, and it is understood that the final services provided by "LAB" will not relieve the PROJECT Contractor of his responsibilities for performing the work in accordance with THE PROJECT plans and specifications. For the purposes of this AGREEMENT, the word "inspection" is used to mean periodic observation of the work and the conducting of tests by "LAB" as specified in the AGREEMENT. Continuous monitoring by "LAB" or its subcontractors does not mean that "LAB" is approving placement of materials. Inspection is not and should not be construed to be a warranty by "LAB" to the "CITY" or any other party. 4.2 Samples collected or tested by "LAB" remain the property of the "CITY" while in the custody of the "LAB ". "LAB" will retain the samples for a period of 60 days following the date of submission of any report related to the sample. Following the retention period, "LAB" will dispose of non- hazardous samples, and return hazardous, acutely toxic, or radioactive samples and samples containers and residues to "CITY ". "CITY" agrees to accept such samples and samples containers. ARTICLE 5. STANDARD OF CARE AND WARRANTY Services performed by "LAB" will be conducted in a manner consistent with that level of care and skill ordinarily exercised by reputable members of the profession currently practicing under similar conditions in the same locality. No other warranty either expressed or implied is made or intended by the AGREEMENT or any reports. "LAB" will not be responsible for the interpretation or use by others of data developed by "LAB ". ARTICLE 6. SAFETY "CITY" and "LAB" agree that, in accordance with the generally accepted construction practice, the PROJECT'S general contractor will be solely and completely responsible for working conditions on THE PROJECT, including safety of all persons and property during the performance of the work, and for IEXHIBIT "C" Page 2 of 3 I compliance with all municipal, state, and federal laws, rules and regulations, including OSHA. The duty of "LAB" in providing services is not, therefore, to include any review of, or responsibility for, the adequacy of the PROJECT'S general contractor's safety measures in, on, or near THE PROJECT site. ARTICLE 7. INVOICES AND PAYMENT "LAB" will submit progress invoices to "CITY ENGINEER" monthly and final invoice upon completion of services. Each invoice is due and payable by "CITY" within 30 days of receipt and approval to pay by the City Engineer. ARTICLE 8. EXTENT OF AGREEMENT 8.1 This AGREEMENT, including Exhibit "A" and these terms and conditions, represents the entire AGREEMENT between "CITY" and "LAB" and supersedes all prior negotiation, representations or agreements, written or oral. This AGREEMENT may be amended only by a written instrument signed by duly authorized representative of "CITY" and "LAB ". If any conflict occurs between these terms and conditions and this AGREEMENT, these terms and conditions are controlling. 8.2 In the event that any one or more of the provisions contained in this AGREEMENT are for any reason held invalid, illegal or unenforceable in any respect, the remaining terms will be in full effect and this AGREEMENT will be construed as if the invalid or unenforceable matters were never included in this AGREEMENT. No waiver of any default will be a waiver of any future default. 8.3 Neither party will assign this AGREEMENT without the express written approval of the other, but "LAB" may subcontract laboratory procedures as "LAB" deems necessary to meet the obligations of this AGREEMENT. IEXHIBIT "C" Page 3 of 3 I NNW City of Corpus Christi SUPPLfER NUMBER TO BE ASSIGNED BY CI i Y PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA ". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Tolunay -Wong Engineers, Inc. P. O. BOX: STREET ADDRESS: 5233 ITI 37, Suite B -7 FIRM IS: 1. Corporation 4. Association CITY: Corpus Christi ZIP: 78408 2. Partnership 5. Other B 3. Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an `ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A IEXHIBIT "D" I Page 1 of 2 0 IEXHIBIT "D" Page 2 of 2 1 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2 -349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that 1 have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the of Corpus Christi, Texas as changes occur. Certifying Person: John Janu . ry Title: Branch Manager (Type or Print) g Pfill Signature of Certifyin Person: Date: 3_ ?(....1 Z DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit ". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self - employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non - profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. g. AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 DATE: May 3, 2012 TO: Ronald L. Olson, City Manager FROM: Daniel Biles, P.E., Interim Director of Engineering Services Danb(a)cctexas.com (361) 826 -3729 Valerie Gray, P.E., Director of Streets and Storm Water Services Vgray(a�cctexas.com (361) 826 -1875 Motion to execute Construction Contract: Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008) CAPTION: A. Motion authorizing the City Manager, or designee, to execute a Construction Contract with Reytec Construction Resources, Inc of Houston, Texas in the amount of $5,851,969.45 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for the base bid and additive alternate No. 2 (Bond 2008). B. Motion authorizing the City Manager, or designee, to execute a Construction Materials Testing with Tolunay -Wong Engineers, Inc of Corpus Christi, Texas in the amount of $89,400.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place (Bond 2008). C. Motion authorizing the City Manager, or designee, to execute Amendment No. 7 to a Contract for Professional Services with LNV Engineering, Inc of Corpus Christi, Texas in the amount of $98,560.00 for a restated fee of $1,043,795.00 for Staples Street Phase 1 from Brawner Parkway to Barracuda Place for Construction Inspection Services (Bond 2008). PURPOSE: Award a construction contract to include additional improvements and reconstruction of roadway, curb and gutter, sidewalks, ADA curb ramps, lane striping, pavement markings, street lighting, and utility work to improve public safety and traffic flow in the area. BACKGROUND AND FINDINGS: These proposed improvements include the complete reconstruction of a five -lane roadway including two travel lanes on both sides and continuous left turn lane. Additional improvements will include: curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings, street lighting, and utility work. This project is being phased to cause the least amount of disruption to vehicular traffic, businesses and area residents. On February 29, 2012, the City received proposals from four (4) bidders and the lowest three bidders and their respective bids are as follows: Contractor Base Bid Alternate No. 1 Alternate No. 2 Reytec Construction Resources, Inc. Houston, Texas $5,691,969.45 $678,847.50 $160,000.00 Bay LTD. Corpus Christi, Texas $5,958,388.45 No Bid $125,000.00 Haas - Anderson Corpus Christi, Texas $6,398,296.05 No Bid $500,000.00 Alternate No. 1: Continuously Reinforced Concrete in lieu of HMAC Alternate No.2: Expedited Schedule from Brawner Parkway to Barracuda Place to build the project in 330 Calendar Days (CD) in lieu of 420 CD. Tolunay -Wong Engineers, Inc. was awarded the original geotechnical investigation work as well as the Phase 2 construction materials testing contract based on their commitment to work towards compliance with the City policy on the use of Geotechnical Engineering firms, specifically the requirement to have a locally residing professional engineer working from the local office. Since that time, Tolunay -Wong has relocated a registered geotechnical engineer from their Houston office to their Corpus Christi office and therefore is now in full compliance with the City policy. ALTERNATIVES: 1. Award project as presented 2. Award the project without the Additive Alternate for Concrete in lieu of HMAC (not recommended) 2. Don't award project (not recommended) OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms to statues regarding construction procurement criteria; FY 2011 -2012 Street and Utility Capital Budget. EMERGENCY / NON- EMERGENCY: Not Applicable FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,676,400.00 $7,030,100.00 $200,000.00 $9,906,500.00 Encumbered / Expended Amount 2,676,400.00 0.00 0.00 2,676,400.00 This item 0.00 6, 039, 929.45 0.00 6, 039, 929.45 BALANCE $0.00 990,170.55 $0.00 1,190,170.55 Fund(s): Capital Comments: Not Applicable RECOMMENDATION: The City's consultant LNV Engineering, Inc conducted a life cycle cost analysis using the Federal Highway Administration's Real Cost Program to compare asphalt pavement to concrete pavement. The results showed that over the course of 30 years the present value cost to construct and maintain the road using asphalt is $312,190.00 lower than concrete. Alternate No. 1 has not been recommended because it adds $678,847.50 to the construction contract and would add $312,190.00 as net value over the course of 30 years. The award of Alternate No. 2 to expedite the construction schedule from 420 CD to 330 CD will save 90 Calendar Days for the construction contract from Brawner Parkway to Barracuda Place. The City's consultant, LNV Engineering, Inc conducted a bid analysis of the four proposals submitted to the City. The lowest bidder based on Base Bid and Additive Alternate No. 2 is Reytec Construction Resources, Inc of Houston, Texas. Based on the information submitted for Special Provisions A -28, A -29, and A -30, Reytec Construction Resources, Inc has the experience and resources to complete the project. City staff recommends approval of the construction contract for Base Bid with Alternate No. 2 with Reytec Construction Resources, Inc., construction materials testing contract with Tolunay- Wong Engineers, Inc., and construction inspection services contract amendment with LNV Engineering, Inc., as presented. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map PROJECT BUDGET Staples Street Phase 1 from Brawner Parkway to Barracuda Place - Bond 2008 Project No. 6468 May 8, 2012 FUNDS AVAILABLE: Street Capital Improvement Budget (Bond 2008) $5,900,000.00 RTA 60,600.00 Storm Water Capital Improvement Budget 3,365,700.00 Wastewater Capital Improvement Budget 310,200.00 Water Capital Improvement Budget 319,600.00 Gas Capital Improvement Budget 11,000.00 TOTAL AVAILABLE. 9,967,100.00 FUNDS REQUIRED: Construction 5,851,969.45 Contingencies 10% 585,196.95 Consultant Fees: Consultant Design (LNV Engineering, Inc.) * 1,043,795.00 Construction Materials Testing (Tolunay -Wong Engineers, Inc.) ** 89,400.00 Geotechnical Investigation (Tolunay -Wong Engineers, Inc.) 22,482.75 Govind Development, LLC 8,700.00 Reimbursements: Contract Administration (Contract Preparation /Award /Admin) 274,095.25 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) 348,848.50 Finance Reimbursements 149,506.50 Misc. (Printing, Advertising, etc.) 25,000.00 TOTAL $8,398,994.40 Estimated Project Balance $1,568,105.61 * Consultant Original Contract on May 18, 2010 by Motion No. M2010 -118 Construction Inspection Services will be included in LNV Engineers, Inc. consultant contract as an amendment Item C on agenda. ** New contract with Tolunay -Wong Engineers, Inc. for Construction Materials Testing item on agenda. File : \Mproject \councilexh \6468.dwg PHASE 1 0468 Staples Street from Browner to Barracuda Staples Street - Phase 1 from Brawner to Barracuda (BOND 2008) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1of1 CITY OF CORPUS CHRISTI AMENDMENT NO. 7 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "City ", and LNV Engineering, Inc hereinafter called "Engineer ", agree to the following amendments to the Contract for Engineering Services for Staples Street (BOND ISSUE 2008) Phase 1 from Brawner to Barracuda (Protect No. 6468) Phase 2 from Barracuda to Gollihar (Proiect No. 6469), as authorized and administratively amended by: Original Contract May 18, 2010 Motion No. M2010 -118 $1,892,273.00 Amendment No. 1 November 5, 2010 Administrative Approval $44,700.00 Amendment No. 2 December 4, 2010 Administrative Approval $32,400.00 Amendment No. 3 March 8, 2011 Motion No. M2011 -063 $94,754.00 Amendment No. 4 September 20, 2011 Administrative Approval $25,176.00 Amendment No. 5 December 6, 2011 Administrative Approval $29,500.00 Amendment No. 6 January 17, 2012 Motion No. M2012 -011 $758,964.00 Staples Street (BOND ISSUE 2008) Phase 1 from Brawner to Barracuda (Project No. 6468) and Phase 2 from Barracuda to Gollihar (Project No. 6469) is amended as follows: ADDITIONAL SERVICES Construction Observation Services 1. Provide a project representative (PR) to provide periodic construction inspection for the Staples Phase 1 — Brawner Parkway to Barracuda project. This is based on providing a PR for half time (20 hours/week) for the duration of the project (14 months). A. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the PR and assistants, the NE shall endeavor to provide further protection for the CITY against defects and deficiencies in the Work. B. The duties and responsibilities of the PR are described as follows: 1. General: PR will act as directed by and under the supervision of A/E, and will confer with NE regarding PR's actions. PR's dealings in matters pertaining to the Contractor's work in progress shall in general be with NE and Contractor, keeping the CITY advised as necessary. 2. Conference and Meetings: Attend meetings with Contractor, such as pre - construction conferences, progress meetings, job conferences, monthly construction meetings and other project - related meetings as required by the City, and prepare and circulate copies of minutes thereof. 3. Liaison: KIENGINEERING DATAEXCHANGSROBERTQI$TREETtPROJECTNO.6468- 8469STAPLESSTREETPHASEIFROMBRAVYNERTOBARRACUDAANDPHASE2FROMBARRACUDATOGOLLIHARILNV ENGINEERING, LARGE AE AGREEMENT AMENDMENT NO. 7VIMENDMENT NO. 7.DOC AMEND. NO. 7 Page 1 of 3 A. Serve as liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents, Specifications & Construction Drawings. B. PR shall communicate with CITY with the knowledge of and under the direction of NE 4. Interpretation of Contract Documents: Report when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued. 5. Shop Drawings and Samples: A. Receive Samples, which are furnished at the Site by Contractor, and notify of availability of Samples for examination. B. Record date of receipt of Samples and approved Shop Drawings. C. Advise Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which PR believes that the submittal has not been approved. 6. Review of Work and Rejection of Defective Work: A. Conduct on -Site observations of Contractor's work in progress to assist A/E in determining if the Work is in general proceeding in accordance with the Contract Documents. B. Report whenever PR believes that any part of Contractor's work in progress will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the design concept of the completed Project, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise City and A/E of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. C. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. 7. Records: A. Maintain orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the Contract, A/E's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. B. Prepare a daily report utilizing approved City format, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to A/E and the City. 8. Reports: A. Furnish periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. B. Report immediately to the CITY and NE the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. C. Provide project photo report on CD -ROM at the rate of a minimum of two photographs per day, including an adequate amount of photograph documentation of utility conflicts. AMEND. NO. 7 Page 2 of 3 KIENGINEERING DATAEXCHANGEIROBERTOiSTREETIPROJECTNO.6468- 6469S TAPLESSTREETPHASEiFROMBRAiMNERTOBARRACUDAANDPHASE2FROMBARRACUDATOGOLLIHARLLNV ENGINEERING. LARGE AE AGREEMENT AMENDMENT NO. ?AMENDMENT NO. 7.DOC 9. Completion. A. Before the issue of Certificate of Completion, submit to Contractor a list of observed items requiring completion or correction. B. Participate in a final inspection in the company of AIE, the CITY, and Contractor and prepare a final list of items to be completed or corrected C. Observe whether all items on final list have been completed or corrected and make recommendations concerning acceptance and issuance of the Notice of Acceptability of the Work. TIME OF PERFORMANCE All work in this Amendment No, 7 will be completed within the 14 months allotted for the Contractor to complete the project. It is anticipated that the Construction will begin in May 2012 and be completed in July 2013. CITY OF CORPUS CHRISTI 6741 (Date) Oscar R. Martinez, Assistant City Manager APPROVED AS TO FORM 110 Daniel Biles, P. E. Interlm Director o (Date) Engin ring Services Offic of Management and Budge ATTEST Armando Chapa, City Secretary Project No. 6468 LNV EN Da S. Preski nt 801 Navigation, Suite 300 Corpus Christi, TX 78408 (361) 883-1984 Office (361) 883-1986 Fax ecker, P ENTERED MAR 2 2012 CONTRACT MANAGERS Project 11:6468 1� unding: 550950-35-18-00001)- P() tit E0468ALN (Date) 077 AMENDMENT NO. 7 Prolect Title Fund So rce Number Amount 6469 Staples Street (BOND ISSUE 2008) Phase 1 from Brawner to Barracuda Staples Street (BOND ISSUE 2008) Phase 2 from Barracuda to Gollihar 550950-4826-00000-170077 $98,560 00 550950-4526-00000-170081 $0.00 Total Encumbrance Number: E6468ALN (Project No. 6468); E6469ALN (Project No. 6469) $98,560.00 AMEND. NO. 7 Page_3 of 3 KM1ENGINEERING DATAEXCHANGEROBERTMSTREETTROJECTN0,6456- 6469STAPLESSTREETPHASE1FROMBRANNERTOBARRACUDAANDPHASE2FROMEARRACUDATOGOLLIHARUIV ENGINEERING, LARGE AE AGREEMENT AMENDMENT NO. AAMENDMENT NO 7 .00C `WV Solutions Today with a engineers 1 architects 1 contractors Vision for Tomorrow March 13, 2012 Mr. Dan Biles, P.E. Interim Director of Engineering Services City of Corpus Christi P.O.. Box 9277 Corpus Christi, Texas 78469 -9277 Re: Amendment to Professional Services Contract Staples Street (Bond Issue 2008) Phase 1 — Brawner Parkway to Barracuda Place (No. 6468) Phase 2 — Barracuda Place to Gollihar Road (No. 6469) Amendment No. 7 — Construction Observation Services Phase 1- Brawner Parkway to Barracuda Dear Mr. Biles: Please allow this letter to serve as our formal request to amend our Contract to include Additional Services as detailed in the attachments for the above referenced project. The fee for the Additional Services of Construction Observation associated with this amendment is $98,560 for a total revised contract amount of $2,976,327.00. This amendment consists of Additional Services to our Staples Street Phase 1 contract. This amendment consist of providing a Project Representative (PR) for the 14 months of the construction project at twenty (20) hours per week. If you have any questions, please feel free to give me a call. Sincerely, LNV TBPE Firm No .E -366 / 12 r .e Dan S. Leyend r, P.E. President U: \Corpus Christi \100078 - Staples St1AE Contract \03 -13 -12 Amend No. 7 Letter 100078.O0.doc 801 NAVIGATION 1 SUITE 300 1 CORPUS CHRISTI, TEXAS 78408 OFFICE 361.883.1984 1 FAX 361.883.1986 1 WWW.INVINC.COM CITY OF CORPUS CHRISTI AMENDMENT NO. 7 CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "City ", and LNV. Engineering hereinafter called "Engineer", agree to the following amendments to the Contract for Engineering Services for Staples Street (BOND ISSUE 2008) Phase 1 from Brawner to Barracuda (Project No. 6468) Phase 2 from Barracuda to Gollihar (Project No. 6469), as authorized and administratively amended by: Original Contract May 18, 2010 Motion No. M2010 -118 Amendment No. 1 November 5, 2010 Amendment No. 2 December 4, 2010 Administrative Approval Administrative Approval $1,892,273.00 Amendment No. 3 March 8, 2011 Motion No. M2011 -063 Amendment No. 4 September 20, 2011 Administrative Approval Amendment No. 5 December 6, 2011 Amendment No. 6 January 17, 2012 Administrative Approval Motion No. M2012 -011 $44,700.00 $32,400.00 $94,754.00 $25,176.00 $29, 500.00 $758,964.00 Staples Street (BOND ISSUE 2008) Phase 1 from Brawner to Barracuda (Project No. 6468) and Phase 2 from Barracuda to Gollihar (Project No. 6469) are amended as follows: ADDITIONAL SERVICES Construction Observation Services 1 Provide a project representative (PR) to provide periodic construction inspection for the Staples Phase 1 — Brawner Parkway to Barracuda project. This is based on providing a PR for half time (20 hours /week) for the duration of the project (14 months). A. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the PR and assistants, the A/E shall endeavor to provide further protection for the CITY against defects and deficiencies in the Work. B. The duties and responsibilities of the PR are described as follows: 1. General: PR will act as directed by and under the supervision of A/E, and will confer with A/E regarding PR's actions. PR's dealings in matters pertaining to the Contractor's work in progress shall in general be with A/E and Contractor, keeping the CITY advised as necessary. 2. Conference and Meetings: Attend meetings with Contractor, such as pre- construction conferences, progress meetings, job conferences, monthly construction meetings and other project - related meetings as required by the City, and prepare and circulate copies of minutes thereof. 3. Liaison: A. Serve as liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents, Specifications & Construction Drawings. AMEND. NO. 7 EXHIBIT "A" Page 2 of 6 B. PR shall communicate with CITY with the knowledge of and under the direction of A/E 4. Interpretation of Contract Documents: Report when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued. 5. Shop Drawings and Samples: A. Receive Samples, which are furnished at the Site by Contractor, and notify of availability of Samples for examination. B. Record date of receipt of Samples and approved Shop Drawings. C. Advise Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which PR believes that the submittal has not been approved. 6. Review of Work and Rejection of Defective Work: A. Conduct on -Site observations of Contractor's work in progress to assist A/E in determining if the Work is in general proceeding in accordance with the Contract Documents. B. Report whenever PR believes that any part of Contractor's work in progress will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the design concept of the completed Project, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise City and A/E of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. C. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. 7. Records: A. Maintain orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the Contract, A/E's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. B. Prepare a daily report utilizing approved City format, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to A/E and the City. 8. Reports: A. Furnish periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. B. Report immediately to the CITY and NE the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. C. Provide project photo report on CD -ROM at the rate of a minimum of two photographs per day, including an adequate amount of photograph documentation of utility conflicts. AMEND. NO. 7 EXHIBIT "A" Pa•e3 of 5 '9. Completion: A. Before the issue of Certificate of Completion, submit to Contractor a list of observed items requiring completion or correction. B. Participate in a final inspection in the company of A/E, the CITY, and Contractor and prepare a final list of items to be completed or corrected. C. Observe whether all items on final list have been completed or corrected and make recommendations concerning acceptance and issuance of the Notice of Acceptability of the Work. TIME OF PERFORMANCE All work in this Amendment No. 7 will be completed within the 14 months allotted for the Contractor to complete the project. It is anticipated that the Construction will begin in May 2012 and be completed in July 2013. Project No. Project Title Fund Source Number Amount AMENDMENT NO. 7 6468 Staples Street (BOND ISSUE 2008) Phase 1 from Brawner to Barracuda Encumbrance Number: $98, 560 Total: $98,560 AMEND. NO. 7 EXHIBIT "A" Page 4 of 5 ltIc Services --_ 1 PmLmuu?Y Detign Phar Deragn Phase 31310 310 Phase 4Ccnstmnan Phase - Subtotal Baste Services Fdditianaf Services 1iP0mrd Prep. SUMMARY OF FEES 6 L... .___ _ ____ ORIGINAL CONTRACT P. AM. .2 -AMD. NO.3 °AMD. . AMD. NO. 5 ' N04 `AMD. NO. Combined Tat; Phaso 1 and Phaso 2 w -- -- AMD- NO. 1 I°N0._I AMD. Street i Storm WOOL Mkt / Watt4water� Waf- �.. nt '- Saect 2 Street f Wilts.'. i - _., . !pest (Phase TI -[Phare 1 6 u (Phaso 2) 1 (P sn 21 1 jPhaxo 1) (Phase I& ?,j 5185 714 CO . 5102,692.704_ 512,447601 59335.701 $311;190.00;* 1 $ S _.. . I 534853280 . _•._.��._... - -51918930_4. 523,23552 517426.641 �- -'-- smilax*, S 32,088.00D � S 318.671 40 510.26927 - 31,244 76- 5933 571 531,110.00'5 - - •--'- 560664.601 533,37653. - '- 15 ---1__.�_--_ , S4 Q�56a: 53,034.231 5101141.00! S 12,6l4000I S 5614,602.801 5338,031.54. S40.973 52! 530.730 141 S7 024,332!.00 $ 44,700.03) ; $ - - ---_.. --- 640.00 TCEO•TPDES 50 00; SO �I 50,00: 517.00000i S 50.00 53,000,0° SldNataf Permit .... 30 00' 53,030.001 5 _SO OOt 2I21Rrght of Way Aerauistilnn TBD 1- 520.001.5 RopograW8yA oui .__...__•_ TBD, TBDTODTBD: S •$72,297.50_ 5302_3350 ,.. 41Constructi0n Observation "••- __ 514,458:SOj 571,459 50 S13t,45TODi $ TBD TBD; TBD;s ,_.. 5.'l aOanfy Phase 55,18000..-..... ..-..- 7601 TBD 61Publit:Mocunga -�_-�� '---- '.. 53240001 - - 5132000 52 29 612,900 00 56,100.03 ' _ 53 300.00 55,700 -...--- 312 OOD OD� S ? ISarniary Sewer lnvesugalion f0 00.... 50.00!"--- - -.. 930000 o°' 5• BiSubsurlace Uteey Exploration ' _ .. 50.00 5234.500.00 _ 5234 500001 S EOM 549;995 001 549,995.001.. 649595 00 3149,985 001 S - 9 Fmnth so May Cooed Wotan 510,000 COSt0 000 00'510.003.0o. - .._ .._ t 510.000001 10ilNf•Sdo Drainage • - - • --' . ' 1 510,0so OD 540000 W, S . ... 50.00 5260.000. 001 50001 ... S 00 5250, - __ ... 104'Braemar Channel Improvements S ' ' - • - • : S -. v - -_... , 5 S• 5 t0a.1'Bas1e Services � L � �- -- - "' S .. •r ' 10a 1.1'Design Phase - f - 1 S fS --. ... .. _.,f 5 .5 1041.2I&d Plume s Is 10a.1.3:C0nsuuttran Phase --- S _IS 10a.2jAdditional Servitas - '--- -.. __.._.. .._ _. 108.2,1(Permd Preparasan_ 100 2 2 RipM or Way Ittenuh:a500 10a 2.3'Tapograptee Swvoy S _ 105 2 4 Cons/turban 0SserviYon -- 5 _.._ _ . _• 5 $ S • '5 10a 2.5 Warranty Phase !00.2.8 ------ -- `--- ' .1PUbbx Meetings 5 -_. 9 _ _ S a.2.71So 1 S 10 nitory •Saver lnvesegalwn 10&281SUbsuAacc Uusty Exptarabon 10a 2.9!Fraaehlse Uelay Coordinauo9 ' S 10a2.101LandstopylgDestgn ..-._- , S 1Da211,I44eed.Bike Desgn _ _ _ .__ 11`CCTV Existing Drainage System Subtotal Additional Services -1 s .__ •s :S - 5 S 5 • 5 • S $ `$ iS S _ _ ..__ S 5 - - - '5 r5 S - 15 1 !S '5 IS IS 5 s $ 'S 5 -- S 5 - 1S •.- 5 $ '3 :5 5 - S 94,754 000 ; 5 5 s s s s 5 • 1S 1.5.992.000 I S 29,500000 •- - �3 .S ,5 .5 15,992000 5 • -29.500000 $ .._/ 5 S _ S 5 7.776 000 , 5 5 1.408 anti s _ S - ;5.. • -_ I S l5 S • :s •5 S 5 • .5 5 S _ 5 S S 198,154 000 7,928.003 58.389003 • S S 3 5 21,158 000 45,000-003 _ 52,641 000 158,523.009 6.605003 • 5 24,500003 S 46.000000 $ 82,000000 $ 15.886.000 •5 30,030 000 5 32.000.000 5• • 5 758,994 000 .S 5 s S s. S S 5 --- '- S ..• 'S 1S S S - .,.5 5 .S 15__ 5117,357.501 53_54588,50 S 579,074.53. 5315934501 5667,935_oo; SS 32,4000001 S _ S • 15 : -• I S 84.754.000 (S 9.184 003 i 5 3731.980 30, 2892,60004 5120,04802• 5347.664464 31,692,273,00: $44,700.001 532,400.00, 594,754.001 525,176.001 329,500.00 'Telae Authorized Fes _ 1 • s ,5. 1 AMD. NO.7 _ - Sheol base 1 S S 5 S S S S _s sso.990 $ s S 5 3 $ $ 5 5 S S S _ 5 _S 5 S 5 5 • S,_-98,580Aaa. REVISED TOTAL sal 1..loo.00 5659,46600 531.i1900 5113,755 CO $1.1.14.530 00 517,000 00 53,000 00 520,000 00 S000 3131,450.00 -_ 5183.374.00 512.00000 530.003.00 5234,50000 3157,761.00 - - 541.406.0° 5250,00000 50(A S000 3198,154.00 S7,926 00 356,389.00 50 00 321.158.00 545.000.00 352_841.00 5158.523 00 58.605 00 524.500.00 546,030 00 562.00000 515,858 00 530.000 00 532.030 00 50 00 532,408 00 •51,861,797.00 5756,964.00 $98,560.00 52,976,327.00 SUMMARY OF FEES Staples Street, Phase 1 - Brawner to Barracuda (Project No. 6468) 11 ORIGINAL CONTRACT Basic Services Street 1 Preliminary Design Phase 2 Design Phase Storm Water Water Wastewater Total $87,274.80 3 Bid Phase 4 Construction Phase Subtotal Basic Services 11 162,912.96 8,727.48 28,364.76 $48,001.14 89,602.13 4,800.11 15,600.62 $5,818.32 10,860.86 581.83 $4,363.74 8,145.65 436.37 287,280.00 158,004.00 1,890.98 1,418.24 $145,458.00 271,521.66 19,152.00 14, 364.00 Additional Services 1 f Permit Prep TDLR 14,545.80 47,274.60 478,800.05 TCEQ -TPDES USAGE S 8,500.00 0.00 0.00 0.00 0.00 0.00 1,500.00 0.00 0.00 0.00 0.00 0.00 8,500.05 1,500.05 0.00 AMEND. NO. 7 EXHIBIT "B" Page 1 of 6 10,000.00 2 Right of Way Acquistition 0.00 0.00 0.00 0.00 0.00 3 Topographic Survey Y 34,243.00 14,319.80 6,848.60 6,848.60 0.00 62,260.00 98,560.00 6,000.00 4 Construction Observation 0.00 0.00 0.00 5 Warranty Phase 2,580.00 1,620.00 660.00 1,140.00 6 Public Meetings 6,450.00 4,050.00 1,650.00 2,850.00 15,000.00 7 Sanitary Sewer Investigation 0.00 0.00 0.00 146,500.00 146,500.05 8 Subsurface Utility Exploration 0.00 27,225.00 27,225.00 27,225.00 81 9 Franchise Utility Coordination 5,000.00 5,000.00 5,000.00 5,000.00 ,675.00 20,000.00 125,000.00 10 Off-Site Drainage 0.00 125,000.00 0.00 0.00 11 CCTV Existing Drainage Syst 0.00 0.00 0.00 0.00 0.00 12 Landscaping Design 0.00 0.00 0.00 0.00 0.00 13 Hike and Bike Design 0.00 0.00 0.00 0.00 0.00 Subtotal Additional Services 56,773.00 178,714.80 41,383.60 189,563.60 564,995.05 I Total Authorized Fee 344,053.00 336,718.80 60,535.60 203,927.60 1,043,795.00 II _ ORIGINAL CONTRACT Staples Street, Phase 2 - Barracuda to Gollihar (Project No. 6469) 1 [ Street Storm Water Water Wastewater Total Basic Services _ 1 Preliminary Design Phase 99,439.20 54,691.56 6,629.28 4,971.96 165.732.00 2 Design Phase 185,619,84 102,090.91 12,374.66 9,280.99 497.20 309,366.45 16,573.20 53,866.40 3 Bid Phase 9,943.92 5,469.16 662.93 4 Construction Phase 32,319.84 17,775.91 2,154.66 1,615.99 Subtotal Basic Services 327,322.80 180,027.54 21,821.52 16,366.14 545,538.00 I Additional Services 1 Permit Prep TDLR 8,500.00 0.00 0.00 0.00 8,500.00 TCEQ -TPDES 0.00 1,500.00 0.00 0.00 1,500.00 0.00 USACE 0.00 0.00 0.00 0.00 Subtotal Permit Prep 10,000.00 2 Right of Way Acquistition 0.00 0.00 0.00 0.00 0.00 3 Topographic Survey 38,054.50 15,913.70 7,610.90 7,610.90 69,190.00 0.00, 4 Construction Observation 0.00 ' 0.00 0.00 0.00 5 Warranty Phase 2,580.00 1,620.00 660.00 1,140.00 6,000.00 6 Public Meetings 6,450.00 4,050.00 1,650.00 2,850.00 15,000.00 7 Sanitary Sewer Investigation 0.00 0.00 0.00 88,000.00 22,770.00 88,000.00 68,310.00 20,000.00 125,000.00 8 Subsurface Utility Exploration 0.00 22,770.00 22,770.00 9 Franchise Utility Coordination 5,000.00 5,000.00 5,000.00 5,000.00 10 Off -Site Drainage 0.00 125,000.00 0.00 0.00 11 CCTV Existing Drainage Syst 0.00 0.00 0.00 0.00 0.00 12 Landscaping Design 0.00 0.00 0.00 0.00 0.00 13 Hike and Bike Design 0.00 0.00 0.00 0.00 0.00 Subtotal Additional Services 60,584.50 175,853.70 37,690.90 127,370.90 401,500.00 11 Total Authorized Fee 387,907.30 355,881.24 59,512.42 143,737.04 947,038.00 11 AMEND. NO. 7 EXHIBIT "B" Page 1 of 6 SUMMARY OF FEES 1 1 ORIGINAL CONTRACT Combined Total 1 Street Storm Water Water Wastewater Total Basic Services 1 Preliminary Design Phase 186,714.00 102,692.70 12,447.60 9,335.70 311,190.00 2 Design Phase 348,532.80 191,693.04 23,235.52 17,426.64 580888.00 31,119.00 101,141.00 1,024,338.00 3 Bid Phase 18,671.40 10,269.27 1,244.76 933.57 4 Construction Phase 60,684.60 33,376.53 338,031.54 4,045.64 40,973.52 3,034.23 30,730.14 Subtotal Basic Services 614,602.80 1 Addit onal Services 1 Permit Prep TDLR 17,000.00 0.00 0.00 0.00 17,000.00 3,000.00 TCEQ -TPDES 0.00 3,000.00 0.00 0.00 USACE 0.00 0.00 0.00 0.00 0.00 Subtotal Permit Prep 20,000.00 2 Right of Way Acquistition 0.00 0.00 0.00 0.00 3 Topographic Survey 72,297.50 30,233.50 14,459.50 14,459.50 0.00 131,450.00 98,560.00 4 Construction Observation 0.00 0.00 0.00 5 Warranty Phase 5,160.00 12,900.00 3,240.00 8,100.00 1,320.00 3,300.00 2,280.00 5,700.00 12,000.00 30,000.00 6 Public Meetings 7 Sanitary Sewer Investigation 0.00 0.00 0.00 234,500.00 234,500.00 8 Subsurface Utility Exploration 0.00 49,995.00 49,995.00 49,995.00 149,985.00 40,000.00 250,000.00 9 Franchise Utility Coordination 10,000.00 10,000.00 10,000.00 10,000.00 0.00 10 Off-Site Drainage 0.00 250,000.00 0.00 11 CCTV Existing Drainage Syst 0.00 0.00 0.00 0.00 12 Landscaping Design 0.00 0.00 0.00 0.00 0.00 0.00 13 Hike and Bike Design 0.00 0.00 0.00 0.00 Subtotal Additional Services 117,357.50 354,568.50 79,074.50 316,934.50 966,495.00 1 Total Authorized Fee $731,960.30 $692,600.04 $120,048.02 $347,664.64 $1,990,833.00 05/18/10 Motion No. M2010 -11 a AMEND. NO. 7 EXHIBIT "B" Page 2 of 6 Staples Street, Phase 1 - Brawner to Barracuda (Project No. 6468) I1 Basic Services 1 AMD. NO. 1 JUIVIIVIMIS 1 ur rttb AMD. NO. 2 AMD. NO. 3 AMD. NO. 4 Street AMD. NO. 5 AMD. NO.6 AMD. NO. 7 Storm Water Street Preliminary Design Phase 2 J Design Phase 3 I Bid Phase $0 Street Water Storm Water_ Street 00 0.00 $0.00 $0 00 0.00 4 (Construction Phase Subtotal Basic Services II 0.00 0.00 0. 00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 $0.00 Addit onal Services 1 Permit Prep ITDLR 0.00 0.00 0.00 0.00 $0.00 29,500.00 0.00 0.00 29,500.00 $0.00 $0.00 158, 523.20 0.00 6,340.80 0.00 46, 711.20 0.00 211,575.20 0.00 TCEQ -TPDES USACE 0.00 0.00 0.00 0.00 0.00 (Subtotal Permit Prep 2 Right of Way Acquistition 3 Topographic Survey 4 Construction Observation 5 Warranty Phase 6 Public Meetings 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7 Sanitary Sewer Investigation 8 Subsurface Utility Exploration 9 Franchise Utility Coordination 10 Off-Site Drainage 11 CCTV Existing Drainage Syst 12 Landscaping Design 13 Hike and Bike Design Subtotal Additional Services II 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 16,200.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 16,200.00 0.00 Total Authorized Fee II 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4,102.40 4,567.20 8,256.80 0.00 0.00 16,926.40 0.00 0.00 36,000.00 0.00 42,272.80 0.00 126,818.40 98,560.00 5,284.00 0.00 19,600.00 0.00 36,800.00 0.00 49,600.00 0.00 12,694.40 0.00 0.00 0.00 0.00 0.00 24,000.00 0.00 25,600.00 0.00 395,596.00 98,560.00 16,200.00 0.00 Staples Street, Phase 2 Barracuda to Gollihar (Project No. 6469) AMD. NO. 1 0.00 29,500.00 607,171.20 98,560.00 AMD. NO. 2 AMD. NO. 3 AMD. NO.4 Basic Services Street AMD. NO. 5 AMD. NO. 6 AMD. NO. 7 Storm Water Street 1 Preliminary Design Phase 2 Design Phase 3 Bid Phase 0.00 32,086.00 4 Construction Phase Subtotal Basic Services j 0.00 12,614.00 44,700.00 Street $0.00 0.00 0.00 0.00 0.00 0.00 0.00 15,992.00 0.00 0.00 0.00 0.00 Addit onal Services 1 Permit Prep TDLR 0.00 0.00 15,992.00 Water 0.00 0.00 0.00 0.00 0.00 Storm Water Street 0.00 0.00 39,630.80 0.00 1,585.20 0.00 11,677.80 0.00 52,893.80 0.00 TCEQ -TPDES 2 3 4 5 6 7 8 9 10 11 12 13 USACE Subtotal Permit Prep Right of Way Acquistition Topographic Survey Construction Observation Warranty Phase Public Meetings Sanitary Sewer Investigation Subsurface Utility Exploration Franchise Utility Coordination Off -Site Drainage 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 94,754.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 CCTV Existing Drainage Syst Landscaping Design Hike and Bike Design 0.00 0.00 0.00 0.00 16,200.00 Subtotal Additional Services 0.00 0.00 0.00 0.00 16,200.00 Total Authorized Fee 0.00 0.00 0.00 0.00 0.00 0.00 94,754.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7,776 00 1,408.00 0.00 0.00 0.00 0.00 9,184.00 44, 700.00 16,200.00 94,754.00 25,176.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,025.60 0.00 1,141.80 0.00 2, 06 0.00 4,231.60 0.00 9,000.00 0.00 10,568.20 0.00 31,704.60 0.00 1 32L 0.00 4_900 00 0.00 9,200.00 0.00 12,400.00 0.00 3,173.60 0.00 0.00 0.00 0.00 0.00 6,000.00 0.00 6,400.00 0.00 98,899.00 0.00 0.00 151, 792.80 0.00 AMEND. NO. 7 EXHIBIT "B" Page 3 of 6 v.n.nr,n,. "r rcea Admin Approv Admin Approv M2011 -063 09/20/11 Admin Approv AMD. NO. 5 Water 0.00 29 500.00 0.00 0.00 29,500.00 AMD. NO.6 AMD. NO. 7 Storm Water Street 0.00 0.00 198 154.00 0.00 7 926.00 0.00 58 389.00 0.00 264,469.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 $29.500.00 12/06/11 Admin Approv 5 128.00 0.00 5,709.00 0.00 10 321.00 0.00 21 158.00 0.00 45 000.00 52,841.00 158ti 6,605.00 24,500.00 46,000.00 62,000.00 15,868.00 0.00 0.00 30,000.00 32,000.00 494,495.00 $758,964.00 01/17/12 M2012- 0.00 98, 560.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 98,560.00 $98,560.00 AMEND. NO. 7 EXHIBIT "B" Page 4 of 6 AMD. NO. 1 AMD. NO. 2 AMD. NO. 3 AMD. NO. 4 Combined Total I Street Storm Water Street Street Basic Seances 1 Preliminary Design Phase 0.00 0.00 0.00 0.00 2 Design Phase 32,086.00 0.00 0.00 15 992.00 3 Bid Phase 0.00 0.00 0.00 0.00 4 Construction Phase 12,614.00 0.00 0.00 0.00 Subtotal Basic Services 44,700.00 0.00 0.00 15,992.00 Additional Services 1 Permit Prep TDLR 0.00 0.00 0.00 0.00 TCEO -TPDES 0.00 0.00 0.00 0.00 USACE 0.00 0.00 0.00 0.00 Subtotal Permit Prep 0.00 0.00 0.00 0.00 2 Right of Way Acquistition 0.00 0.00 0.00 0.00 3 4 Topographic Survey Construction Observation 0.00 0.00 0.00 0.00 0.00 0.00 94,754.00 0.00 5 Warranty Phase 0.00 0.00 0.00 0.00 6 Public Meetings 0.00 0.00 0.00 7 Sanitary Sewer Investigation 0.00 0.00 0.00 0.00 8 Subsurface Utility Exploration 0.00 0.00 0.00 0.00 9 Franchise Utility Coordination 0.00 0.00 0.00 7,776.00 10 Off-Site Drainage 0.00 0.00 0.00 1,408.00 11 CCTV Existing Drainage Syst 0.00 32,400.00 0.00 0.00 0.00 12 Landscaping Design 0.00 0.00 0.00 13 Hike and Bike Design 0.00 0.00 0.00 0.00 Subtotal Additional Services 0.00 32,400.00 94,754.00 0.00 I 9,184.00 Total Authorized Fee $44,700.00 $32,400.00 $94,754.00 11 mail( , ,,,..,'^ - -.__.. - $25,176.00 Admin Approv Admin Approv M2011 -063 09/20/11 Admin Approv AMD. NO. 5 Water 0.00 29 500.00 0.00 0.00 29,500.00 AMD. NO.6 AMD. NO. 7 Storm Water Street 0.00 0.00 198 154.00 0.00 7 926.00 0.00 58 389.00 0.00 264,469.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 $29.500.00 12/06/11 Admin Approv 5 128.00 0.00 5,709.00 0.00 10 321.00 0.00 21 158.00 0.00 45 000.00 52,841.00 158ti 6,605.00 24,500.00 46,000.00 62,000.00 15,868.00 0.00 0.00 30,000.00 32,000.00 494,495.00 $758,964.00 01/17/12 M2012- 0.00 98, 560.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 98,560.00 $98,560.00 AMEND. NO. 7 EXHIBIT "B" Page 4 of 6 ........... .. v, • LLJ 1 1 TOTAL Staples Street, Phase 1 • Brawner to Barracuda (Project No. 6468) 1 Street Storm Water Water Wastewater Total Basic Services 1 Preliminary Design Phase $87,274.80 $48,001.14 $5,818.32 $4,363.74 $145,458.00 2 Design Phase 162,912.96 248,125.33 40,360.86 8,145.65 459 3 Bid Phase 8727.48 11,140.91 581.83 436.37 544.80 4 Construction Phase 28,364.76 62,311.82 1,890.98 1,418.24 20,886.60 93 Subtotal Basic Services 287,280.00 369,579.20 48,652.00 14,364.00 985.80 719,875.20 I Additional 1 Services Permit Prep TDLR 8,500.00 4,102.40 0.00 0.00 TCEQ -TPDES 0.00 6,067.20 0.00 0.00 12,602.40 6 USACE 0.00 8,256.80 0.00 0.00 067.20 8 Subtotal Permit Prep 256.80 2 Right of Way Acquistition 0.00 36,000.00 0.00 0.00 36 3 Topographic Survey 34,243.00 56,592.60 6,848.60 6,848.60 000.00 104 4 Construction Observation 0.00 126,818.40 0.00 0.00 532.8o 5 Warranty Phase 2,580.00 6,904.00 660.00 1,140.00 225 378.40 11 6 Public Meetings 6,450.00 23,650.00 1,650.00 2,850.00 284.00 34 7 Sanitary Sewer Investigation 0.00 36,800.00 0.00 146,500.00 600.00 183 300.00 8 Subsurface Utility Exploration 0.00 76,825.00 27,225.00 27,225.00 131 275.00 9 Franchise Utility Coordination 5,000.00 17,694.40 5.000.00 5,000.00 32 694.40 10 Off -Site Drainage 0.00 125,000.00 0.00 0.00 125 000.00 11 CCTV Existing Drainage Syst 0.00 16,200.00 0.00 0.00 16 200.00 12 Landscaping Design 0.00 24,000.00 0.00 0.00 24 000.00 13 Hike and Bike Desgn 0.00 25,600.00 0.00 0.00 25 600.00 Subtotal Additional Services 56,773.00 590,510.80 41,383.60 189,563.60 976,791.00 I Total Authorized Fee 344,053.00 960,090.00 90,035.60 203,927.60 1,696,666.20 TOTAL Staples Street, Phase 2 - Barracuda to Gollihar (Project No. 6469) Street Storm Water Water Wastewater Total Basic Services _ 1 Preliminary Design Phase 99,439.20 54,691.56 6,629.28 4,971.96 165,732.00 2 Design Phase 233,697.84 141,721.71 12,374.66 9,280.99 397 075.20 3 Bid Phase 9,943.92 7,054.36 662.93 497.20 18,158.40 4 Construction Phase 44,933.84 29,453.71 2,154.66 1,615.99 78 158.20 Subtotal Basic Services 388,014.80 232,921.34 21,821.52 16,366.14 659,123.80 I Addit onal Services 1 Permit Prep TDLR 8,500.00 1,025.60 0.00 0.00 9,525.60 TCEQ -TPDES 0.00 2,641.80 0.00 0.00 2,641.80 USACE 0.00 2,064.20 0.00 0.00 2,064.20 Subtotal Permit Prep 2 Right of Way Acquistition 0.00 9,000.00 0.00 0.00 9,000.00 3 Topographic Survey 38,054.50 26,481.90 7,610.90 7,610.90 79,758.20 4 Construction Observation 94,754.00 31,704.60 0.00 0.00 126,458.60 5 Warranty Phase 2,580.00 2,941.00 660.00 1,140.00 7,321.00 6 Public Meetings 6,450.00 8,950.00 1,650.00 2,850.00 19,900.00 7 Sanitary Sewer Investigation 0.00 9,200.00 0.00 88,000.00 97,200.00 8 Subsurface Utility Exploration 7,776.00 35,170.00 22,770.00 22 770.00 88,486.00 9 Franchise Utility Coordination 6,408.00 8,173.60 5,000.00 5,000.00 24,581.60 125,000.00 16,200.00 6,000.00 10 Off-Site Drainage 0.00 125,000.00 0.00 0.00 11 CCTV Existing Drainage Syst 0.00 16,200.00 0.00 0.00 12 Landscaping Design 0.00 6,000.00 0.00 0.00 13 Hike and Bike Design 0.00 6,400.00 0.00 0.00 6,400.00 620,537.00 Subtotal Additional Services 164,522.50 290,952.70 37,690.90 127,370.90 IL Total Authorized Fee 552,537.30 523,874.04 59,512.42 143.737.04 1,279.660.80 it AMEND. NO. 7 EXHIBIT "B" Page 5 of 6 .wrrnnnn r ur rcto Combined Total TOTAL Basic Services Street Storm Water Water 1 Preliminary Design Phase 2 Design Phase 3 Bid Phase Wastewater 186,714.00 396,610.80 4 Construction Phase Subtotal Basic Services 1 18,671.40 102,692.70 389,847.04 18.195.27 12,447.60 52,735.52 73,298.60 675,294.80 91,765.53 1,244.76 4,045.64 Total 9,335.70 17,426.64 602,500.54 70,473.52 Additional Services Permit Prep 2 3 4 5 6 8 9 10 11 12 TDLR 933.57 3,034.23 30,730.14 311,190.00 856 620.00 39 045.00 172 144.00 1,378,999.00 TCEQ -TPDES USACE 17,000.00 0.00 5,128.00 8,709.00 0.00 0.00 Subtotal Permit Prep 0.00 17,000.00 10,321.00 0.00 Right of Way Acquistition Topographic Survey 24,158.00 0.00 0.00 Construction Observation Warranty Phase Public Meetings 72,297.50 94,754.00 5,160.00 12, 900.00 45,000.00 83,074.50 158,523.00 9,845.00 0.00 14,459.50 0.00 1,320.00 0.00 0.00 0.00 0.00 0.00 14,459.50 Sanitary Sewer Investigation 0.00 32,600.00 3,300.00 Subsurface Utility Exploration Franchise Utility Coordination Off -Site Drainage 7,776.00 46,000.00 0.00 11,408.00 111,995.00 49,995.00 0.00 2,280.00 5,700.00 234,500.00 25,868.00 CCTV Existing Drainage Syst Landscaping Design 13 Hike and Bike Design 30,000.00 0.00 Subtotal Additional Services 0.00 250,000.00 10,000.00 0.00 49,995.00 10,000.00 0.00 0.00 32,400.00 0.00 0.00 221,295.50 32,000.00 0.00 881,463.50 79,074.50 Total Authorized Fee 0.00 0.00 0.00 0.00 316,934.50 22,128.00 8,709.00 10 321.00 41,158.00 45 000.00 184 291.00 351 837.00 18,605.00 54 500.00 280, 500.00 219 761.00 57 276.00 250 000.00 32 400.00 30,000.00 32,000.00 1,597,328.00 $896,590.30 $1,483,964.04 $149,548.02 $347,664.64 $2,976,327.00 AMEND. NO. 7 EXHIBIT "B" Page 6 of 6 City of Corpus Chnsti SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA ". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: LNV Engineering P. O. BOX: STREET ADDRESS: 801 Navigation, Suite 300 CITY: Corpus Christi ZIP: 78408 FIRM IS: I. Corporation 4. Association 2. Partnership 5. Other B 3. Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. I. State the names of each employee" of the City of Corpus Christi having an "ownership /o interest" constituting 3% more of the ownership in the above named "firm' Name Job Title and City Department (if known) N/A 2. State the names of each `official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee Dan S. Levendecker Marina Advisory Board 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an `ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will con fer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the natter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2 -349 (d)] CERTIFICATION i certify that all information provided is true and correct as of the date of this statement, that 1 have not knowingly withheld disclosure of any information requested: and that supplemental statetnents will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Dan S. Leyendecker, P. E. Title: President Signature of Certifying Person: DEFINITIONS Date: /X a. "Board member." A member of any board, commission. or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit ". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi. Texas either on a full or part -time basis, but not as an independent contractor. d. "Finn." Any entity operated for economic gain. whether professional. industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non- profit organizations. e. "Official." The Mayor, members of the City Council. City tvlanager. Depute City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi. Texas. f. '`Ownership interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust. estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 DATE: TO: FROM: Daniel Biles, P.E., Interim Director of Engineering Services danb(c�cctexas.com; 826 -3729 June 18, 2012 Ronald L. Olson, City Manager Approval of Resolution to dedicate remaining Bond 2008 Streets proceeds to fund priority projects CAPTION: Resolution Supporting the Use and Commitment of Necessary Funding of any Remaining Bond 2008 Street Proceeds to fund additional projects requested by the City Council. PURPOSE: To fund council approved projects with any savings remaining from the Bond 2008 Street proceeds BACKGROUND AND FINDINGS: On March 27, 2012, the City Council was presented with options for the use of remaining bond proceeds from the 2008 Bond Street issue. Estimated savings to date is approximately $13,000,000. These funds cannot be used on non -Bond 2008 projects until Bond 2008 construction is substantially complete. Remaining Bond 2008 projects are expected to be substantially complete late 2012 or early 2013. Council directed city staff to investigate the following additional projects in priority order as follows: 1. Park Road 22 Bridge 2. Rodd Field/Yorktown Intersection 3. Yorktown Extension from Cimarron to Rodd Field Subject to the availability of remaining Bond 2008 funds, and upon determination that the Bond 2008 Street program is substantially complete, this resolution will enable City staff to execute these projects in priority order. No project will go to construction if insufficient Bond 2008 Street funds are available. ALTERNATIVES: 1. Do not fund projects with Bond 2008 Streets reserves as recommended; using remaining Bond 2008 proceeds to partially retire the Bond 2008 debt. 2. Fund other street projects rather than the ones listed. OTHER CONSIDERATIONS: Future construction of the priority projects previously listed will require Bond Council notification and City Council approval. CONFORMITY TO CITY POLICY: This item conforms to City Policies regarding excess bond proceeds. EMERGENCY / NON - EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Engineering Services FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Bond 2008 Streets Comments: RECOMMENDATION: Approval of Resolution as presented. LIST OF SUPPORTING DOCUMENTS: Project Map Resolution \Mproject\ councilexhibits \exh— no— number.d wg E PROJECT SITE YORKTOWN EXTENSION FROM C /MARRON TO ROOD FIELD ROAD PROJECT SITE INTERSECTION AT YORKTOWN AND RODDF /ELD ROAD LOCATION MAP NOT TO SCALE LOCATION MAP CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 Resolution supporting the use and commitment of necessary funding of any Remaining Bond 2008 — Street Proceeds to fund additional projects requested by the City Council. WHEREAS, there may be funds remaining from the Bond 2008 Street Proceeds after the authorized street projects have been completed; WHEREAS, City Council requests the necessary funding of any remaining Bond 2008 — Street Proceeds be used to provide the necessary funding for additional projects requested by Council, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council supports the use and commitment of necessary funding of any Remaining Bond 2008 — Street Proceeds to fund the following additional street projects numbered in order of priority: (1) Park Road 22 Bridge Project; (2) Airline Intersection at Yorktown and Rodd Field Road; and (3) Yorktown Road Extension from Cimarron to Rodd Field Road. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary Joe Adame Mayor 042412 reso supporting use & commitment of necessary funding remaining bond 2008 — street proceeds v.2 — vo approval Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 042412 reso supporting use & commitment of necessary funding remaining bond 2008 — street proceeds v.2 — vo approval AGENDA MEMORANDUM for the City Council Meeting of May 15, 2012 DATE: May 10, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for Schlitterbahn Water Park CAPTION: A) Ordinance appropriating $5,000,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), to be paid to Schlitterbahn's general partner North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $5,000,000; and declaring an emergency B) Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), which provides a grant of up to $5,000,000, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Schlitterbahn Business Incentive Agreement for the creation and retention of jobs PURPOSE: The Corpus Christi Business and Job Development Corporation will grant $5,000,000 to Schlitterbahn for infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code to encourage economic development. BACKGROUND AND FINDINGS: Schlitterbahn is proposing a new water park in Corpus Christi. They will invest $39,000,000 in the water park. This grant will partially pay for infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code required for the park. OTHER CONSIDERATIONS: The water park is an anchor for more planned improvements on the Island. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. The Island is designated as a catalyst area by the Council. EMERGENCY / NON - EMERGENCY: EMERGENCY DEPARTMENTAL CLEARANCES: FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 5,000,000 5,000,000 BALANCE 5,000,000 5,000,000 Fund(s): Type A Funds Comments: RECOMMENDATION: Staff recommends approval of this grant to Schlitterbahn Water Park for infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code in the amount of $5,000,000. LIST OF SUPPORTING DOCUMENTS: Resolution Ordinance Type A Agreement Page 1 of 3 Ordinance Appropriating $5,000,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), to be paid to Schlitterbahn's general partner North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $5,000,000; and declaring an emergency Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $5,000,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Schlitterbahn's general partner, North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs. SECTION 2. That Ordinance No. 029155, which adopted the FY 2011 -2012 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business /Job Development Fund by $5,000,000 for a business incentive grant from the Type A Corporation to Schlitterbahn's general partner, North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs. SECTION 3. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs 0011 2 61171c9e- d983- 43c1- a548- 87df54ce147c Page 2of3 and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary Corpus Christi, Texas 0011 2 61171c9e- d983- 43c1- a548- 87df54ce147c Joe Adame Mayor Page 3 of 3 Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 0011 2 61171c9e- d983- 43c1- a548- 87df54ce147c AGENDA MEMORANDUM for the City Council Meeting of May 15, 2012 DATE: May 10, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Grant for Schlitterbahn Water Park CAPTION: A) Ordinance appropriating $5,000,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), to be paid to Schlitterbahn's general partner North Padre WPH GP, LLC, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $5,000,000; and declaring an emergency B) Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), which provides a grant of up to $5,000,000, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Schlitterbahn Business Incentive Agreement for the creation and retention of jobs PURPOSE: The Corpus Christi Business and Job Development Corporation will grant $5,000,000 to Schlitterbahn for infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code to encourage economic development. BACKGROUND AND FINDINGS: Schlitterbahn is proposing a new water park in Corpus Christi. They will invest $39,000,000 in the water park. This grant will partially pay for infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code required for the park. OTHER CONSIDERATIONS: The water park is an anchor for more planned improvements on the Island. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. The Island is designated as a catalyst area by the Council. EMERGENCY / NON - EMERGENCY: EMERGENCY DEPARTMENTAL CLEARANCES: FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 5,000,000 5,000,000 BALANCE 5,000,000 5,000,000 Fund(s): Type A Funds Comments: RECOMMENDATION: Staff recommends approval of this grant to Schlitterbahn Water Park for infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code in the amount of $5,000,000. LIST OF SUPPORTING DOCUMENTS: Resolution Ordinance Type A Agreement Page 1 of 3 Resolution Approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and North Padre Waterpark Holdings, LTD ( "Schlitterbahn "), which provides a grant of up to $5,000,000, of which $2,500,000 (one -half) is to be paid upon 50% completion of the construction of the waterpark or after $5,000,000 has been spent on infrastructure costs, whichever comes first, and $2,500,000 (one -half) upon completion of the waterpark construction, for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Schlitterbahn Business Incentive Agreement for the creation and retention of jobs WHEREAS, the Type A Corporation has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ( "City "). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Schlitterbahn for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, increased economic development and the creation and retention of jobs, will best satisfy this goal; WHEREAS, City Council deems that it is in the best interest of the City and citizens to approve the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Schlitterbahn; WHEREAS, there is a need for a business incentive project support agreement between the City and the Type A Corporation for the implementation and administration of the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Schlitterbahn. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Schlitterbahn that provides for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark in Corpus Christi, which is attached to this resolution as Exhibit A, is approved. 001 2 2 97b1e308- 0602- 46c5- b262- dl57635ffcee Page 2 of 3 SECTION 2. That the City Manager, or designee, is authorized to execute a project support agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with Schlitterbahn, which is attached to this resolution as Exhibit B. This resolution takes effect upon City Council approval on this the day of , 2012. ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary 001 2 2 97b1e308- 0602- 46c5- b262- dl57635ffcee Joe Adame Mayor Page 3 of 3 Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Larry R. Elizondo, Sr. Kelley Allen Priscilla Leal David Loeb John E. Marez Nelda Martinez Mark Scott 001 2 2 97b1e308- 0602- 46c5- b262- dl57635ffcee BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives Project Service Agreement ( "Project Service Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and the City of Corpus Christi, Texas ( "City "). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Type A Corporation's Board of Directors ( "Board "); WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, the Board, on October 18, 2010, again amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, North Padre Waterpark Holdings, Ltd ( "Schlitterbahn ") has submitted a proposal to the Type A Corporation for a $5,000,000 grant for investing in new infrastructure for the construction of a water park to promote economic development; Page 1 of 3 001 2 3 50ba8b82 -275f- 4568- afd2- c772937b5f4b WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Schlitterbahn's investing in new infrastructure for the construction of a water park to promote economic development; and WHEREAS, the Type A Corporation and Schlitterbahn has executed a business incentive project agreement for investing infrastructure for the construction of a water park to promote economic development. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A Corporation and the City agree as follows: 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Type A Corporation is executed to implement the Business Incentive Agreement for the Creation of Jobs between the Type A Corporation and Schlitterbahn related to investing in new infrastructure for the construction of a water park to promote economic development Christi ( "Business Incentive Agreement "). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Type A Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Service Agreement is the latest date that either party executes this Agreement. 6. Amendments or Modifications. No amendments or modifications to this Project Service Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Service Agreement or the application of this Project Service Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Service Agreement, or the application of the term or provision to persons or Page 2 of 3 001 2 3 50ba8b82 -275f- 4568- afd2- c772937b5f4b circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Service Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Project Service Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Service Agreement, then the remainder of this Project Service Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Service Agreement automatically. 8. Captions. The captions in this Project Service Agreement are for convenience only and are not a part of this Project Service Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Service Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Eloy Salazar City Manager President Date: Date: Attest Armando Chapa City Secretary 001 2 3 50ba8b82 -275f- 4568- afd2- c772937b5f4b Page 3 of 3 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND NORTH PADRE WATERPARK HOLDINGS LTD FOR INFRASTRUCTURE CONSTRUCTION TO ENHANCE ECONOMIC DEVELOPMENT This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ( "Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Corporation ") and North Padre Waterpark Holdings Ltd. ( "Schlitterbahn "), a Texas limited partnership. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ( "City ") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 118th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ( "Type A Guidelines "), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, the Board, on November 9, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and criteria for Granting Business Incentives on November 9, 2010; Page 1 of 9 Schlitterbahn Type A Agmt; CPY 5 -15 -12 WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, Schlitterbahn is a major destination waterpark resort that will draw tourists and visitors from outside of the local area; WHEREAS, Schlitterbahn proposes to invest approximately $39 million over a 3 year period; WHEREAS, on May 4, 2012, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Schlitterbahn, through this Agreement with Schlitterbahn, to be used by Schlitterbahn to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark and that will result in increased economic development and the creation of 40 new full -time permanent jobs and 300 seasonal jobs in the City of Corpus Christi. In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and Schlitterbahn agree as follows: 1. Effective Date. The effective date of this Agreement ( "Effective Date ") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for three years beginning on the effective date. 3. Performance Requirements. a. Schlitterbahn agrees to use these funds to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark b. Schlitterbahn agrees to provide the Corporation with a sworn certificate by authorized representative of the business, certifying the amount used for infrastructure improvements. c. Schlitterbahn will provide the Corporation with a detailed list of infrastructure expenditures each year within 30 days of the anniversary of the effective date until the end of this agreement. 4. Grant Award. a. The Board will grant Schlitterbahn the amount of $5,000,000 over the term of the agreement, to be paid to North Padre WPH GP, LLC, general partner of Schlitterbahn. Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 2 of 9 b. One half of the grant ($2,500,000) will be awarded upon the Developer providing documentation that they have spent $5,000,000 for infrastructure improvements for the waterpark allowed under Section 501.103 of the Texas Local Government Code or have achieved 50% completion of the waterpark. 50% completion of the waterpark means that at least $10,000,000 has been spent on construction of the first phase of the waterpark. c. One half of the grant ($2,500,000) will be awarded upon the completion of the waterpark. Completion means that the Certificate of Occupancy for the waterpark has been issued by the City. 5. Buy Local Provision. a. Schlitterbahn agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 8. Warranties. Schlitterbahn warrants and represents to Corporation the following: a. Schlitterbahn is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Schlitterbahn has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Schlitterbahn has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Schlitterbahn has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Schlitterbahn are duly authorized to execute this Agreement on behalf of Schlitterbahn. f. Schlitterbahn does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 3 of 9 Schlitterbahn is convicted of a violation under §U.S.C. Section 1324a(f), Schlitterbahn shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date Schlitterbahn has been notified of the violation. 7. Compliance with Laws. Schlitterbahn shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non - Discrimination. Schlitterbahn covenants and agrees that Schlitterbahn will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Schlitterbahn are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Schlitterbahn are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Except as provided below, Schlitterbahn may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City Council and the Board, which approval will not be unreasonably withheld or delayed. The City agrees, however, that Schlitterbahn may assign all or part of its rights and obligations under this Agreement to any entity affiliated with Schlitterbahn by reason of controlling, being controlled by, or being under common control with Schlitterbahn or to a third party lender advancing funds for the construction or operation of the waterpark. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City Council or the Board to such an assignment will be required. Schlitterbahn agrees to provide City with written notice of any such assignment. The foregoing notwithstanding, any assignment of Schlitterbahn's rights under this Agreement shall not release Schlitterbahn from its obligations hereunder. 11I. Indemnity. Schlitterbahn covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ( "lndemnitees') against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property Loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 4of9 Schlitterbahn activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Schlitterbahn must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Schlitterbahn. The following events constitute a default of this Agreement by Schlitterbahn: a. The Corporation or City determines that any representation or warranty on behalf of Schlitterbahn contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Schlitterbahn or any attachment or other levy against the property of Schlitterbahn with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Schlitterbahn makes an assignment for the benefit of creditors. d. Schlitterbahn files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Schlitterbahn become delinquent, and Schlitterbahn fails to timely and properly follow the legal procedures for protest or contest. f. Schlitterbahn changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Schlitterbahn is in default according to the terms of this Agreement, the Corporation or City shall notify Schlitterbahn in writing of the event of default and provide 60 days from the date of the notice ( "Cure Period ") for Schlitterbahn to cure the event of default. 14. Results of Uncured Default by Schlitterbahn. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Schlitterbahn, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Schlitterbahn shall immediately repay all funds paid by Corporation to them under this Agreement. Schlitterbahn Type A Agmt; CPY 5 -16 -12 Page 5 of 9 b. Schlitterbahn shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Schlitterbahn of all sums due, the Corporation and Schlitterbahn shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Schlitterbahn may be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Schlitterbahn's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Schlitterbahn is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Schlitterbahn specifically agrees that Corporation shall only be liable to Schlitterbahn for the actual amount of the money grants to be conveyed to Schlitterbahn, and shall not be liable to Schlitterbahn for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be Tess than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 6 of 9 requested. Payments to be made shall also require a written request from Schlitterbahn to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Schlitterbahn: North Padre Waterpark Holdings Ltd. Attn: Gary Henry 381 East Austin New Braunfels, Texas 78130 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469 -9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ( "Corporation Guidelines "), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Schlitterbahn will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint - venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Schlitterbahn Type A Agmt: CPY 5.18 -12 Page 7 of 9 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Schlitterbahn. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi Business & Job Development Corporation By: Date: Robert Tamez Vice President Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 8 of 9 Attest:. By: Armando Chaps. Assistant Secretary •: &ohlitterbahhn North Padre •Waterpark Holdings. Ltd By North Padre WPH GP, LLC, general partner- ay; ry Henry Manager Date: - l THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on 18 Y.d , 2012, by Gary Henry, Manager of North Padre VVPH GLLC , g ene al p art of N orth Padre re VVaterpark Holdings Ltd for North. Padre Waterpark Holdings Ltd., a Texas limited partnership, on behalf of the partnership. Nota ,' ublic State • f Texas S0hIfiierbain Typs A Agmi; COY 6- 18 -12 Page 9 of 9 AGENDA MEMORANDUM for the City Council Meeting of May 15, 2012 DATE: May 9, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson (361) 882 -7448 mculbertson@ccredc.com Chapter 380 Agreement for Upper Padre Partners, LP and North Padre Waterpark Holdings, LLC CAPTION: Resolution authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Upper Padre Partners, LP, and North Padre Waterpark Holdings, LTD, ( "Agreement ") for certain economic development grants up to approximately $112,116,878 to be paid to Upper Padre GP, Inc, general partner of Upper Padre Partners, LP, for development of a Schlitterbahn waterpark resort project together with certain public improvements by Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for the benefit of the City PURPOSE: The City of Corpus Christi will enter into a Chapter 380 agreement with Upper Padre GP, Inc and North Padre Waterpark Holdings, LLC for incentives to construct and operate a destination resort that includes a Schlitterbahn waterpark and other attractions. This agreement will provide for sharing certain tax revenues including the Maintenance and Operating ad valorem tax, the sales tax, and the Hotel Occupancy Tax over a 25 year term. This agreement will provide sharing of up to $112,116,878 in those districts through the maintenance and operating portion of the ad valorem tax, sales tax, hotel occupancy tax, construction sales tax, and waiving of development fees. BACKGROUND AND FINDINGS: Schlitterbahn Beach Country is planned to provide the essential elements of a true family destination on Upper Padre Island at Corpus Christi, Texas. The Park District Park District A contains the Schlitterbahn Waterpark. The Waterpark is approximately 75.119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capacity of three thousand simultaneous visitors, with future phases increasing the capacity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Schlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Waterpark will be similar to other Schlitterbahn Waterparks. Park District B includes a golf course. The numbers of holes will be reduced but will remain at least a 9 -hole course. The IslandWalk District The IslandWalk District offers several use options from the canal side restaurants and retail to residential with rental units up to residential units lining the golf course. Residential units in this district will range from traditional canal side units, cottage clusters and pond and golf course residential. The creation of the IslandWalk canal creates a truly pedestrian experience that is not available elsewhere along the Texas Coast. The heart of the district is the 2,500 feet of canal on the west side of Park Road 22. Once completed, residents and tourists will use the canal system as a transportation system. In addition to walking along the canal, visitors will be able to dock their boats as they visit the various shops and restaurants or attend events on the IslandWalk. The Marina District The Marina District is designed as a mixed use marina development serving Padre Harbor and the IslandWalk. With its access to the Gulf of Mexico via Packery Channel, the Marina District is designed to include in- the -water boat slips and dry-stack boat storage. The Marina District will become the center of the boating community and will provide essential elements to the fishing and water sports visitors. The Marina District is envisioned to include restaurants, entertainment, retail and lodging. The Lodging facilities will be comprised of traditional apartment and hotel units as well as residential above retail. The location and configuration will be designed to offer a Live - Work -Play lifestyle. As the harbor side anchor of the IslandWalk those choosing to live in or visit the Marina District will have easy access to the pedestrian IslandWalk district and Schlitterbahn Beach Country. The Resort District The Resort District is designed as the resort residential district serving Upper Padre Island and Schlitterbahn Beach Country. The roughly 250 acres will be designed with full architectural design standards, mixed residential uses and resort quality lodging facilities. Cooper Robertson and Associates, the land planners of WaterColor and Water Sound in the Florida Panhandle, prepared the conceptual land plan for the Resort District. The Resort District will be subject to the City of Corpus Christi's zoning ordinance and unified development code prior to construction. In addition, any changes in the development plan will require Corps of Engineer permit modifications procedures. Accordingly there will be substantial public input prior to construction of the district. The Resort District plan contains the traditional bulk headed canal lots, canal lots with natural shore line and areas with fresh water ponds. In addition to the canal system the district will include pedestrian pathways, cart paths and open areas. The Resort District borders Commodores Drive, Aquarius Street and portions of the Laguna Madre. A portion of the Resort District fronts on a protected habitat and will be designed to add separation between the protected habitat and the developed property. OTHER CONSIDERATIONS: The waterpark will act as the anchor for more planned improvements on the Island. This will result in additional tourism and additional hotel nights for Corpus Christi CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi. The Island is designated as a catalyst area by the Council. EMERGENCY / NON - EMERGENCY: EMERGENCY DEPARTMENTAL CLEARANCES: FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ® Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of this Chapter 380 agreement with Upper Padre GP, Inc and North Padre Waterpark Holdings, LLC. LIST OF SUPPORTING DOCUMENTS: Resolution Certification of Funds (Not Required) Chapter 380 Agreement Page 1 of 2 Resolution Authorizing the City Manager or designee to execute a Chapter 380 Economic Development Incentive Agreement with Upper Padre Partners, LP, and North Padre Waterpark Holdings, LTD, ( "Agreement ") for certain economic development grants up to approximately $112,116,878 to be paid to Upper Padre GP, Inc, general partner of Upper Padre Partners, LP, for development of a Schlitterbahn waterpark resort project together with certain public improvements by Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for the benefit of the City WHEREAS, the City has established a program in accordance with Article III, Section 52 -a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ( "Chapter 380 ") under which the City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, City Council deems that the Agreement is in compliance with the City's Chapter 380 Economic Development Program Policy adopted by Resolution 028424 on November 17, 2009, and it is the best interest of the City and citizens to approve the Agreement with Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD, for certain economic development grants up to approximately $112,116,878 to be paid to Upper Padre GP, Inc, general partner of Upper Padre Partners, LP, for development of a Schlitterbahn waterpark resort project together with certain public improvements by Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for the benefit of the City Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council declares the recital paragraphs of this Resolution to be true. The City Manager or the City Manager's designee is authorized to execute the Agreement, which is attached hereto as Exhibit A, with Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for certain economic development grants up to approximately $112,116,878 to be paid to Upper Padre GP, Inc general partner of Upper Padre Partners, LP, for development of a Schlitterbahn waterpark resort project together with certain public improvements by Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD for the benefit of the City. This resolution takes effect upon City Council approval on this the day of , 2012. 001 3 2 954436b8- 7f00- 42d4- a47e- 868de50f8d3a Page 2of2 ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa Joe Adame City Secretary Mayor Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Larry R. Elizondo, Sr. Kelley Allen Priscilla Leal David Loeb John E. Marez Nelda Martinez Mark Scott 001 3 2 954436b8- 7f00- 42d4- a47e- 868de50f8d3a CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND UPPER PADRE PARTNERS, LP AND NORTH PADRE WATERPARK HOLDINGS, LTD Schlitterbahn 380; CPY 5 -18 -12 Page 1 of 26 CHAPTER 380 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Chapter 380 Economic Development Incentive Agreement ( "Agreement ") is entered into as of , 2012 by and among the CITY OF CORPUS CHRISTI, TEXAS, a home rule city ( "City "), UPPER PADRE PARTNERS, L.P., a Texas limited partnership ( "Upper Padre Partners "), and NORTH PADRE WATERPARK HOLDINGS, LTD, a Texas limited partnership ( "Operator ") and together with Upper Padre Partners, the ( "Developer "). RECITALS WHEREAS, the Developer desires to develop SCHLITTERBAHN BEACH COUNTRY as more particularly described in the conceptual plan for the project attached hereto as Exhibit "A" (the "Project" as more particularly defined below), in Corpus Christi, Texas; and WHEREAS, the City has established a program in accordance with Article III, Section 52 -a of the Texas Constitution and Chapter 380 of the Texas Local Government Code ( "Chapter 380 ") under which the City has the authority to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, the Corpus Christi City Council has adopted Resolution No. authorizing City to make certain economic development grants up to approximately $112,116,878 to Developer in recognition of, conditioned upon and derived from the positive economic benefits that will accrue to City through Developer's development of a waterpark resort project together with certain public improvements for the benefit of City, at an approximate Capital Investment by Developer of $552,000,000, all as more particularly described herein on EXHIBIT "A;" and WHEREAS, the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") has entered into a separate Business Incentive Agreement with Operator, attached hereto as EXHIBIT "13," in which the Type A Corporation agrees to reimburse Operator for the costs of certain infrastructure improvements related to the Park District only, as authorized by Chapter 501 of the Local Government Code and approved by the Type A Corporation, in an amount not to exceed Five Million Dollars ($5,000,000); and WHEREAS, the payments to Developer under this Agreement are exclusively performance -based so that no payments will be made to Developer until and unless the Districts or features within the Districts, as described below, are constructed and operated, resulting in tax revenues from each completed District or feature which then will provide income to the City and the payments to Developer, described herein. WHEREAS, Developer estimates the total Capital Investment in the Project (as defined herein) will be approximately Five Hundred Fifty Two Million Dollars ($552,000,000), which includes the following: 1) approximately Seventy Million Eight Hundred Seventy-Two Thousand Dollars ($70,872,000) in Capital Investment for the "Park District," as defined herein, of the Project, within which a) "Park District A," as defined herein, shall not include a golf course and b) "Park District B," as defined herein, shall include a golf course; and Schlitterbahn 380; CPY 5 -18 -12 Page 2 of 26 2) approximately One Hundred Eighteen Million Dollars ($118,000,000) in Capital Investment for the "IslandWalk District," as defined herein, of the Project; and 3) approximately One Hundred Eighty -Seven Million Three Hundred Forty-Three Thousand Dollars ($187,343,000) in Capital Investment for the "Resort District," within which a) approximately Ninety-Six Million Five Hundred Eighty -Nine Thousand Dollars ($96,589,000) will be invested in "Resort Rentals," as defined herein, and b) approximately Ninety Million Seven Hundred Fifty -Four Thousand Dollars ($90,754,000) will be invested in "Resort Residential," as defined herein, of the Project; and 4) approximately One Hundred Seventy Five Million Dollars ($175,000,000) in Capital Investment for the "Marina District," as defined herein, of the Project, all as more particularly described herein and in the field notes and metes and bounds attached hereto as EXHIBIT "C," provided however that except for the Park District, which will be developed strictly as defined herein, the features within the IslandWalk District, the Resort District and the Marina District may be built in a different District than as defined herein, within the Project boundaries; and WHEREAS, the City has concluded and hereby finds that this Agreement promotes economic development in the City of Corpus Christi and, as such, meets the requirements under Chapter 380 and the City's established economic development program, and, further, is in the best interests of the City, Operator and Developer; and WHEREAS, the City recognizes the positive economic impact that the Project will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, the attraction of new businesses, and the additional tax revenue generated by the Project for the City; and WHEREAS, in consideration of the development, construction and building of the Park District, the IslandWalk, the Resort District and the Marina District, which will assist in stabilizing the existing Sales Tax Revenues, Property Tax Revenues and Hotel Occupancy Tax Revenues (as defined herein) to the City and create approximately 40 full time and 300 part time jobs located at the Project, the City agrees to use such funds in order to provide the Reimbursement Amount (as defined herein) to the Developer directly in the amount described in Article V of this Agreement; and WHEREAS, to ensure that the benefits the City provides under this Agreement are utilized in a manner consistent with Article III, Section 52 -a of the Texas Constitution, Chapter 380 and other law, the Developer has agreed to comply with certain conditions to the payment of those benefits; NOW, THEREFORE, in consideration of the mutual benefits described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City, Developer and Operator agree as follows: ARTICLE I REPRESENTATIONS 1.1 Representations of the City. The City hereby represents to the Developer that as of the date hereof (A) The City is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. Schlitterbahn 380; CPY 5 -18 -12 Page 3 of 26 (13) The City has the power, authority and legal right under the laws of the State of Texas and the City Charter to enter into and perform this Agreement and the execution, delivery and performance hereof (1) will not, to the best of its knowledge, violate any applicable judgment, order, law or regulation, and (ii) do not constitute a default under, or result in the creation of any lien, charge, encumbrance or security interest upon any assets of the City under any agreement or instrument to which the City is a party or by which the City of its assets may be bound or affected. (C) This Agreement has been duly authorized, executed and delivered by the City and, constitutes a legal, valid and binding obligation of the City, enforceable in accordance with its terms except to the extent that (1) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to of affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. (D) The execution, delivery and performance of this Agreement by the City do not require the consent or approval of any person which has not been obtained. 1.2 Representations of the Developer. The Developer hereby represents to the City that as of the date hereof; (A) The Developer is duly authorized and existing and in good standing as limited partnerships under the laws of the State of Texas, and shall remain in good standing in the State of Texas during the Term of this Agreement. (B) The Developer has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (i) have been duly authorized, and will not, to the best of its knowledge, violate any judgment, order, law or regulation applicable to the Developer or of the provisions of Developer's partnership agreement or instrument to which Developer is a party or by which it may be bound, and (ii) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Developer under any agreement or instrument to which the Developer is a party or by which the Developer or its assets may be bound or affected. (C) (1) The Developer agrees to evidence, no later than the date it Commences Construction of the Waterpark feature of the Park District, which evidence is subject to the administrative approval of the City or its designee(s), whose approval shall not unreasonably be withheld, sufficient available funds to perform its obligations under Section 4.1 (B) herein to Complete the Waterpark feature of the Park District, at the time it needs to have the funds in order to do so. (2) The Developer agrees not to Commence Construction on a major component of any District (other than the Waterpark feature of the Park District) without evidence, which evidence is subject to the administrative approval of the City or its designee(s), whose approval shall not unreasonably be withheld, of sufficient available funds to Complete each said major component, at the time it needs to have the funds in order to do so. (D) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms except to the extent that (i) the enforceability of such instruments may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application in effect from time to time relating to Schlitterbahn 380; CPY 5 -18 -12 Page 4 of 26 or affecting the enforcement of creditors' rights and (ii) certain equitable remedies including specific performance may be unavailable. ARTICLE II DEFINITIONS The recitals to this Agreement are hereby incorporated for all purposes. The terms, "Agreement," "Chapter 380," "City," "Developer," "Operator," "Project," and "Schlitterbahn Beach Country" shall have the above meanings, and the following words or phrases shall have the following meanings: 2.1 "Act of Default" or "Default" means failure to timely, fully, and completely comply with one or more requirements, obligations, performance criteria, duties, terms, conditions or warranties, as stated in this Agreement. 2.2 "Annual Approved Spending Plan" means a detailed plan stating Developer's proposed use of Hotel Occupancy Tax revenues to be spent on the Project, accompanied by an opinion by the Texas Attorney General or other legal opinion, the source of which is agreed upon by Developer and City, confirming that said Spending Plan complies with the terms of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. 2.3 "Assessed Taxable Value" means the taxable assessed ad valorem tax values set annually by the Nueces County Appraisal District with respect to the Property, improvements, and tangible personal property (with a depreciation schedule of seven (7) years or greater) included in each District of the Project, including all improvements now or hereafter included therein, but excluding any assessed value attributable to the Property as of January 1, 2012 and excluding any assessed value attributable to inventory. .2.4 "Certificate of Occupancy" shall mean that document entitled "Certificate of Occupancy" (or other similar title) issued by City upon substantial completion of certain portions of the Project in accordance with all applicable codes, regulations, and ordinances of City. A Certificate of Occupancy shall not include a certificate issued in error, mistake or misrepresentation of facts, but shall include any temporary certificate of occupancy or other document authorizing temporary or conditional occupancy. 2.5 "Chapter 380 Payment(s)" means the amount(s) payable by City to Developer under Article V of this Agreement, to be paid from Sales Tax Revenue, Property Tax Revenue, Hotel Occupancy Tax Revenue and Construction Sales Tax Revenue from local construction suppliers only. 2.6 "Commence Construction" means (i) to commence the work of constructing the improvements or features with all approvals thereof required by applicable governmental authorities obtained as necessary; (ii) a notice to proceed has been issued to the contractor; (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued; and (iv) sufficient available funds are evidenced as required in Section 1.2 (C) herein. 2.7 "Completion" means, to any other major component or feature of the Project, to any improvement or feature as to which Commence Construction has occurred, (i) substantial completion of said particular structure in accordance with the terms of this Agreement and the plans and specifications therefor, (ii) issuance of Certificates of Occupancy for the improvements or features for which Certificates of Occupancy may be issued, and (iii) the improvement or feature is Open for Business. 2.8 "Compliance" means timely, fully and completely performing or meeting each and every term, requirement, obligation, performance criteria, duty, condition or warranty as stated in this Agreement. Schlitterbahn 380; CPY 5 -18 -12 Page 5 of 26 2.9 "Construction Sales and Use Tax Revenues" means the locally paid portion of sales and /or use tax revenues paid to the City by the Texas State Comptroller as the result of purchases of taxable items in connection with the construction of an improvement or feature of a District of the Project during the term of the Agreement, with a goal to use suppliers and providers local to Corpus Christi. 2.10 "Continuously Operate" means (i) seasonal operation of the Waterpark in accordance with the standards of operation of comparable facilities, without interruption for any reason other than Down Times and (ii) possession of all personal property and inventory necessary for the operation of the Waterpark in accordance with the standard of operation of comparable facilities. 2.11 "Development Fees" means any and all fees imposed by City upon Developer (including but not limited to Developer's affiliates, assigns, successors, related parties, contractors and subcontractors) in any way related to Developer's platting, zoning, permitting, designing, building, constructing or developing the Project. Development Fees shall include but not be limited to permitting/approval fees, inspection fees and supervision fees. 2.12 "District(s)" means, collectively or individually, as used in context herein, the Park District, the IslandWalk District, the Resort District and the Marina District. 2.13 "Down Times" means temporary cessation of operation of all or substantially all of a facility for, and only for, limited periods of time for the limited purpose of, and only for the limited purpose of, one or more of the following circumstances for the applicable period specified below: (a) during the period following any fire or other casualty or condemnation or other exercise by a governmental authority of the power of eminent domain, to the extent, and only to the extent, necessary to adjust the claim and take other actions related to the repair and restoration of the facility; (b) as a result of such commercially reasonable interruptions for repairs, remodeling or installation of new equipment as are incidental to the normal operation of the facility after notice to the City with regard thereto; (c) during any period required by applicable law, to the extent, and only to the extent, that the necessity of compliance is not the result of Developer's failure to timely fulfill its obligations under this Agreement; (d) in keeping with the standard hours and days of operation of comparable facilities taking into account the seasonal nature of the Project and the fact that operation of portions of the Project are subject to weather conditions; or (e) during any period of Force Majeure or during any period Developer, Operator or any other operator of any element of the Project reasonably deems it is socially irresponsible to operate all or part of the facilities due to circumstances which are not Force Majeure but under which a socially responsible operator would temporarily curtail or cease operations, such as if a pervasive flu or other communicable illness were present or threatened; provided, however, that during the Down Times described in clauses (a) through (e) above, Developer and Operator shall (1) use their commercially reasonable efforts to minimize the disruption of such Down Time and (ii) use their commercially reasonable efforts to minimize the disruption to the areas of the facility which remain open to the public, if any, and the services, aesthetic appearances and public and guest access to and in such portions of the facility. 2.14 "Effective Date" means the first date by which this Agreement has been signed by all of the parties hereto. Schlitterbahn 380; CPY 5 -18 -12 Page 6 of 26 2.15 "Federal Bankruptcy Code" means Title 11, United States Code, as amended, and any successor statute. 2.16 "Fiscal Year" shall mean the twelve consecutive month period designated by the City as its fiscal year. As of the date of this Agreement, the City's fiscal year commences on August 1 and ends on the next succeeding July 31. 2.17 "Force Majeure" means any act that (a) materially and adversely affects the affected Party's ability to perform the relevant obligations under this Agreement or delays such affected Party's ability to do so, (b) is beyond the reasonable control of the affected Party, (c) is not due to the affected Party's negligence or willful misconduct and (d) could not be avoided by the Party who suffers it by the exercise of commercially reasonable efforts (provided that such commercially reasonable efforts shall not require such Party to expend a material amount of money to avoid the act giving rise to a Force Majeure). Subject to the satisfaction of the conditions set forth in (a) through (d) above, Force Majeure shall include but not be limited to: (i) natural phenomena, such as storms, floods, lightning and earthquakes; (ii) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (iii) transportation disruption, whether by ocean, rail, land or air; (iv) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party; (v) fires; (vi) the unavailability of necessary and essential equipment and supplies; (vii) a breach by the City of this Agreement or any other actions, omissions of or delays by a Governmental Authority (including the actions of City in its capacity as a Governmental Authority) that were not voluntarily induced or promoted by the affected Party, or brought about by the breach or noncompliance by the affected Party of its obligations under this Agreement or any applicable law; and (viii) failure of the other Party to perform any of its obligations under this Agreement within the time or by the date required pursuant to the terms of this Agreement for the performance thereof; provided, however, that under no circumstances shall Force Majeure include any of the following events: (A) economic hardship; (B) changes in market condition; or (C) weather conditions which could be anticipated by experienced contractors operating at the relevant location and exercising commercially reasonable business judgment. 2.18 "Hotel" means one or two hotels rated by Smith Travel Research in a category at or above "Midscale," provided, however, that if Smith Travel Research shall no longer publish United States hotel ratings, a rating publication mutually agreeable to City and Developer shall be substituted. 2.19 "Hotel Occupancy Tax Revenues" means the seven percent (7 %) Hotel Occupancy Tax revenues derived from the operation by Developer, other person or entity of a completed feature of a District of the Project for the Term of the Agreement received by City from the imposition by City of a municipal sales and use tax on the price paid for use or possession of rooms in a hotel or other transient lodging accommodations at a rate of seven percent (7 %) pursuant to Chapter 351, Texas Tax Code, as it may be amended from time to time, or any successor statute but does not mean the additional two percent (2 %) collected for certain other properties not related to the Project. 2.20 "Insolvent" means failure to timely pay debts in the ordinary course of business or failure to pay all debts when and as they become due, or insolvent within the meaning of the Federal Bankruptcy Code. 2.21 "IslandWalk District" means an approximately 94.628 acre recreational mixed -use area that may include additional theme -style designed lodging similar to Treehaus lodging, related indoor and outdoor Resort Retail, restaurant space and which may include one or more Hotels; 2.22 "Licensing Agreement" has the meaning assigned to such term in Article IV. Schlitterbahn 380; CPY 5 -18 -12 Page 7 of 26 2.23 "Management Agreement" has the meaning assigned to such term in Article IV. 2.24 "Marina District" means an approximately 91,587 acre marina area and associated water and which may include one or more Hotels. 2.25 "Maximum City Commitment" shall mean the largest commitment due by the City to the Developer as determined in Article V, 2.26 "Open for Business" means open for full -time business operations with products and/or services that are necessary for Continuous Operation of the Waterpark. 2.27 "Park District" means (1) "Park District A:" the part of the Park District that does not include a golf course and from which tax revenues may be generated as stated herein that will be included in the computation of the Reimbursement Amount (as defined herein) to be paid to Developer as stated herein and on which said Reimbursement Amounts can be spent by Developer as stated herein; together with (2) "Park District B:" the part of the Park District that includes a golf course and from which tax revenues shall not be generated as stated herein for purposes of computation of the Reimbursement Amount to be paid to Developer as stated herein and on which said Reimbursement Amounts can be spent by Developer as stated herein. 2.28 "Property Tax Revenues" means the M &O portion only of the City ad valorem taxes attributable to a completed feature of a District of the Project for the Term of the Agreement and collected by the City m each Fiscal Year. 2.29 "Reimbursement Amount" shall mean the portion of the Property Tax Revenues, Sales Tax Revenues, Hotel Occupancy Tax Revenues and Construction Sales Tax Revenues (from local construction suppliers only) that the City agrees to pay to the Developer during the Term of the Agreement, but limited to the maximum City Commitment as stated herein, if the Developer satisfies the conditions thereto stated in this Agreement, The Reimbursement Amount shall not include any: i) sales and use taxes received by the City for crime control and prevention or pursuant to Sections 4A or 4B of the Development Corporation Act; and ii) utilities revenues and other fees collected by the City from the Proj ect. 2.30 "Reimbursement Account" shall mean the special account created by the City as described in Article V of this Agreement. 2.31 "Resort District" means the approximately 231.899 acre area of the Project that includes both "Resort Lodging" and residential units. 2.32 "Resort Lodging" means any lodging unit, rented for Less than thirty (30) days at one time, that generates Hotel Occupancy Tax Revenues for the City, 2.33 "Resort Retail" means the sale of goods and services by retailers of varying types each of whose site square footage shall not exceed 20,000 square feet, an exception to which may be made subject to approval by the City Manager or designee. 2.34 "Resort Residential" means any residential unit that does not generate Hotel Occupancy Tax Revenues for the City and from which Property Tax Revenues shall not be generated as stated herein for purposes of computation of the Reimbursement Amount to be paid to Developer as stated herein. Schlitterbahn 380; CPY 5 -18 -12 Page 8 of 26 2.35 "Sales Tax Revenues" means all revenues attributable to a completed feature of a District of the Project for the Term of the Agreement and collected by City from the imposition by City of a municipal sales and use tax at a rate of one percent (1 %) pursuant to Section 321.101(a) and Section 321.103, Texas Tax Code, as amended, or any successor statute; provided, however, that if City ever elects to impose a sales and use tax at a rate other than one percent, then, instead of being based on a sales and use tax at a rate of 1 %, Sales Tax Revenues shall be computed on the actual sales and use tax rate imposed by the City. If the sales and use tax of the City are wholly or partially replaced by the City, then revenues from the replacement tax will be included with sales and use tax revenues received by the City to determine the Sales Tax Revenues received by the City for purposes of calculating Sales Tax Revenues under this Agreement. 2.36 "Schlitterbahn Waterpark" or "Waterpark" means an approximately 75.119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capacity of three thousand (3,000) simultaneous visitors, with future phases increasing the capacity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Schlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Waterpark will be similar to other Schlitterbahn Waterparks. 2.37 "Term" means the period defined in Article III of this Agreement. 2.38 "Treehaus" means theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme -style designed lodging that may be developed by Developer. 2.39 "TRZ" means the Reinvestment Zone Number Two, City of Corpus Christi, Texas adopted November 14, 2000 by City Ordinance No, 024270. 2.40 "Type A Business Incentive Agreement" means an agreement between Developer and Operator and the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") in which the Type A Corporation agrees to reimburse Operator for the costs of certain infrastructure improvements related to the Schlitterbahn Waterpark part of the Project only, authorized by Chapter 501 of the Local Government Code and approved by the Type A Corporation in an amount not to exceed Five Million Dollars ($5,000,000). ARTICLE III TERM The term of this Agreement (the "Term ") will begin on the Effective Date and will terminate upon the first to occur of (a) Twenty Five (25) full calendar years after the Effective Date; (b) payment in full from City to Developer of the entire City Commitment contemplated herein; or (c) termination as provided for herein. Schlitterbahn 380; CPY 5 -18 -12 Page 9 of 26 ARTICLE IV DEVELOPER REQUIREMENTS 4.1 Development of Districts. If the Developer performs the following requirements, pertaining to a District, City agrees to pay the Chapter 380 Payments as stated in this Agreement with respect to said District: (A) If Developer achieves Completion of the Waterpark within the time frame described below, subject to extension for Force Majeure and delay due to meeting governmental environmental compliance requirements, Developer shall receive the Chapter 380 Payments as stated herein. Should Developer fail to achieve Completion of the Waterpark within this time frame Developer shall forfeit all Chapter 380 Payments and this Agreement shall terminate. (B) Developer must Commence Construction of the Waterpark feature of the Park District no later than nine (9) months after the Effective Date of this Agreement, subject to extension upon approval by the City Manager or designee, and must reach Completion of the Waterpark no later than Twenty Four (24) months after it Commences Construction, subject to extension upon approval by the City Manager or designee. Notwithstanding the foregoing, this Section 4.1 (B) is subject to whole or partial exception only if approved by Resolution of the Corpus Christi City Council. (C) The Developer shall pay, or cause third parties to pay, its engineering, planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material, insurance premiums, interest, carry cost, financing fees and other costs and expenses incurred in connection with the construction of Developer improvements and features in a District. (D) If requested by the City, the Developer must reasonably assist the City in the preparation of any documentation necessary to enable the City to prepare and obtain approval of any of the documents or actions required of the City to perform any of its obligations under this Agreement. The City shall not be responsible for any of such costs out of its current revenues or other sources, except in accordance with payment of Chapter 380 Payments to the Developer as provided in this Agreement. (E) Upon Completion of the Project and during the term of this Agreement, the Developer shall maintain the property, improvements and premises in a commercially reasonable manner, comparable to the maintenance of similar establishments, and minimize Down Times. (F) Developer may spend Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. 4.2 Operational Requirement. During the Term following Completion of a Schlitterbahn Waterpark in the Park District, a Schlitterbahn Waterpark must be Continuously Operated in the Park District, subject to Force Majeure. If a Schlitterbahn Waterpark once in operation is not Continuously Operated during any calendar year, subject to Force Majeure, then upon written notice thereof being given to Developer by the City and the failure of Developer, within sixty (60) days after the city gives said notice, to commence Continuous Operation of the Schlitterbahn Waterpark, Developer shall not be entitled to any Chapter 380 Payments for the remainder of the Term unless Developer obtains a Variance under Section 13.15 herein. 4.3 Trade name and Related Matters. Prior to when Developer Commences Construction of the Park District, (and as a condition precedent to such being deemed to have occurred), Developer shall enter into Schlitterbahn 380; CPY 5 -18 -12 Page 10 of 26 a management agreement (the "Management Agreement ") and a licensing agreement (the "Licensing Agreement ") with the Operator. 4.4 Licensing. The Licensing Agreement will provide that (i) Developer and its successors will have a license to use the "Schlitterbahn" name in connection with the Waterpark for the entire Term of this Agreement, subject to compliance with the terms and conditions of the Licensing Agreement and (ii) Developer and its successors will have the right for the entire Term of this Agreement to purchase rides that use the most current patented ride technology and trade secret technology developed by Operator or its affiliates (or such other entity which supplies the majority of the rides to Schlitterbahn waterparks even if such entity is not an affiliate of Operator) that is available from time to time to all other waterparks operating under the "Schlitterbahn" name (and once purchased, Developer and its successors retains the rights to use such equipment regardless of the existence of the Management Agreement or Licensing Agreement). If, prior to the expiration of the Term of this Agreement, (i) the Licensing Agreement is terminated or expires for any reason or (ii) Developer is no longer permitted to use the "Schlitterbahn" name or technology in connection with the Waterpark, then upon written notice thereof being given to Developer by the City and the failure of Developer, within sixty (60) days after the city gives said notice, to re- establish its right to use the "Schlitterbahn name" or technology in connection with the Waterpark, Developer shall not be entitled to any Chapter 380 Payments for the remainder of the Term unless Developer obtains a Variance under Section 13.15 herein. 4.5 Management. The Management Agreement will provide that (i) Developer and Operator will include the terms "Schlitterbahn" and "Corpus Christi" in the signage and promotional materials pertaining to the Waterpark so long as the Licensing Agreement is in full force and effect and (ii) the Operator will operate the Waterpark and will, among other things, provide the employees and the expertise and management required for such operation. If the Management Agreement is terminated or expires during the Term of this Agreement or if the Henry family ceases to control the operations and policies of the Operator during the Term of this Agreement, City shall have the right to approve the replacement operator or the replacement party who does so control the operations and policies of the Operator, as applicable, provided in all events City shall exercise its approval right in a reasonable manner. If City and Developer are not able to agree on a replacement operator or a replacement control party for Operator within sixty (60) days following the recommendation of Developer or Operator, as applicable, Developer may proceed to retain the replacement operator or Operator may transfer control to the replacement control party, as applicable, but City may elect to suspend payment of any further Chapter 380 Payments for the Park District and any expansion of the Park District until such time as Developer demonstrates to City that (i) the attendance at the Waterpark for a twelve (12) month period, while operated by the replacement operator or by Operator with a replacement control party, is 80% of or greater than the average attendance at the Waterpark achieved by the Operator during the thirty -six (36) month period prior to said suspension and (ii) the Waterpark is operated and maintained to the same standards of operation, maintenance and aesthetics as the Schlitterbahn waterparks in South Padre Island, Texas and Kansas City, Kansas, including with respect to safety. The sum of any said suspended Chapter 380 Payments shall be paid to Developer upon demonstration that the replacement operator has met the requirements set out in (i) and (ii) herein. A replacement operator or replacement control party for Operator shall, at a minimum, have an executive management team which controls the operations and policies of the replacement operator or be a replacement control party that includes persons who have significant experience operating waterparks, amusement parks or resorts with destination water or amusement- related amenities, in each case, which waterparks, amusement parks or resorts with destination water or amusement- related amenities have a capacity to service in excess of 3,000 simultaneous visitors. 4.6 Height Restriction, No Waterpark play feature in the Park District shall exceed a completed height of Sixty (60) feet unless the Corpus Christi City Council passes a Resolution approving an exception to this height restriction. If a Waterpark play feature built by Developer in the Park District exceeds this Sixty Schlitterbahn 380; CPY 5 -18 -12 Page 11 of 26 (60) foot height restriction, and no exception to this restriction is approved by the Corpus Christi City Council as stated herein, then Developer will be in Default under this Agreement and Developer will have the opportunity to cure the Default as set out in Section 11.1 herein and City will be entitled to exercise its remedies as set out in Section 11.1 herein. Additionally, if a Waterpark play feature built by Developer in the Park District exceeds this Sixty (60) foot height restriction, and no exception to this restriction is approved by the Corpus Christi City Council as stated in this Section, Developer may seek a Variance under Section 13.15 herein. If a Waterpark play feature built by Developer in the Park District exceeds this Sixty (60) foot height restriction and no exception to this restriction is approved by the Corpus Christi City Council as stated in this Section, Developer fails or refuses to timely cure under Section 11.1 herein, and no extension to cure is approved by the Corpus Christi City Council under Section 11.1 herein, and no Variance is granted or approved by the Corpus Christi City Council under Section 13.15 herein, then this Agreement shall terminate, all right by Developer to receive Chapter 380 Payments shall cease and Developer shall be required to refund the City any Chapter 380 Payments previously paid to it by the City prior to the date Developer received written notice by the City of such Default. 4.7 Required Buffer Zone. A buffer area no less than four hundred (400) feet wide shall be preserved and maintained for the Term of this Agreement between any vertical Waterpark play feature taller than the maximum height of a standard two story residence, as defined in the Corpus Christi Unified Development Code, and any platted single family residential lot existing of record on the Effective Date of this Agreement. 4.8 Utilization of Local Contractors and Suppliers. Developer agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements for elements that are not owner - provided or owner affiliate- provided being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. This goal shall apply to the total amount of all construction contracts and supply agreements made by the Developer in connection with the construction of the Project for elements that are not owner - provided or owner affiliate - provided. The Parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer. The Developer agrees to encourage such third parties to adopt a comparable goal of 50% of their construction costs, but the City acknowledges that Developer has no legal authority in connection with such third -party contracting. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the Local Requirement, pursuant to Article X herein. 4.9 Utilization of Disadvantaged Business Enterprises: Small Business Initiatives. (A) Developer agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women - owned business enterprises and historically - underutilized business enterprises, in the construction of elements of the Project that are not owner - provided or owner affiliate- provided. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. The Developer agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements, for elements of the Project that are not owner - provided or owner affiliate- provided, being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises Schlitterbahn 380; CPY 5 -18 -12 Page 12 of 26 which are local. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the DBE Requirement, pursuant to Article X herein. (B) For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women -owned business enterprises and historically - underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. This goal shall apply to the total amount of all construction contracts and supply agreements for elements that are not owner - provided or owner affiliate- provided made by the Developer in connection with the construction of the Project. The parties acknowledge that some construction and supply agreements will be controlled by particular tenants of the Developer and not under the control of the Developer, The Developer agrees to encourage such third parties to adopt a comparable goal of 30% of their construction costs, but the City acknowledges that Developer has no legal authority in connection with such third -party contracting. 4.10 Compliance with City Standards. Developer acknowledges that, unless specifically otherwise provided in this Agreement, development of the Project must comply with all applicable City codes and ordinances. For any development requirements not covered in this Section or in the remainder of the Agreement, the applicable City code and ordinance provisions shall control. 4.11 Resort Rentals Ownership. Resort Rental properties may be owned by Developer, another person or entity for rentals by customers of less than thirty (30) days at a time. Hotel Occupancy Tax Revenues and the M &O portion of Property Tax Revenues generated by Completed Resort Rental properties owned by Developer, another person or entity and rented as stated herein are eligible for the Chapter 380 Payments to Developer as stated herein. Hotel Occupancy Tax Revenues, but not any Property Tax Revenues, generated by Completed Resort Rental properties owned by persons other than Developer and rented as stated herein are eligible for the Chapter 380 Payments to Developer as stated herein. ARTICLE V PROJECT FINANCING AND FUNDING 5.1 Project Financing: Reimbursement Account / Reimbursement Amount. The City hereby covenants and agrees upon the Effective Date of this Agreement to create a special account (the "Reimbursement Account ") for the benefit of the Developer for the purpose of paying the Reimbursement Amount. The City shall fund the Reimbursement Account through the Term of this Agreement from the following sources and in the following manner: i) with respect to the portion of the Reimbursement Amount calculated based on the M &O portion only of the Property Tax Revenues, the City shall annually fund the Reimbursement Account from the M &O portion only of the Property Tax Revenues collected from the Districts within the Project boundaries for the Term of this Agreement; ii) with respect to the portion of the Reimbursement Amount calculated based on the Sales Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Sales Tax Revenues from the Sales Tax Revenues collected from the Districts within the Project boundaries for the Term of this Agreement; iii) with respect to the portion of the Reimbursement Amount calculated based on the Hotel Occupancy Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Hotel Occupancy Tax Revenues from the Hotel Occupancy Tax Revenues collected from the Districts within the Project boundaries for the Term of this Agreement; and iv) with respect to the portion of the Reimbursement Amount calculated based on the Construction Sales Tax Revenues, the City shall timely fund the Reimbursement Account in an amount equal to the Construction Sales Tax Revenues from the Construction Sales Tax Revenues collected from the Districts within the Project boundaries for the Term Schlitterbahn 380; CPY 5 -18 -12 Page 13 of 26 of this Agreement. The City shall establish a separate bank account for Reimbursement. This bank account shall always remain unencumbered by the City and segregated from all other funds of the City. 5.2 City Commitment. (A) Pursuant to its authority under Chapter 380, the City hereby agrees to pay the Reimbursement Amount to the Developer. It is intended by the parties that the Reimbursement Amount will be paid by the City solely out of the Reimbursement Account and used to make Chapter 380 Payments to the Developer as provided in this Agreement (the "City Commitment "). The City Commitment will commence upon Completion and will continue through and until the Reimbursement Amount has been paid. The City agrees that it will pay the Reimbursement Amount during the term of this Agreement, as an unconditional obligation of the City (but solely from the Reimbursement Account), if the Project is Commenced and Completed as required herein and generates the Reimbursement Amount. (B) The Parties agree that the maximum City Commitment per District shall be as stated in Section 5.3 herein, and such obligation on behalf of the City will be limited solely to the funds deposited into the Reimbursement Account pursuant to this Agreement. Upon such time as the City has paid the maximum City Commitment per District in full, the City shall have no further obligation under this Agreement for that District. (C) Sales Tax Revenues. During the Term of this Agreement, the City shall determine semi- annually the amount of the Sales Tax Revenues attributable to features of each District within the Project boundaries completed during the Term of this Agreement from information provided by the State Comptroller and in cooperation with the Developer and the State Comptroller. The City and Developer agree to cooperate in any way necessary to receive information from the Comptroller necessary to determine said Sales Tax Revenue, including the filing or submittal of any forms or letters necessary to determine the incidence of local sales and use taxes. The City hereby agrees to deposit timely from available funds in the City's General Fund the Sales Tax Revenues portion of the City Commitment for each District in the percentages stated in Section 5.3 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City designates this Agreement as a Revenue Sharing Agreement, thereby entitling the City to request sales tax information from the Comptroller, pursuant to section 321.3022, Texas Tax Code, as amended. Unless determined otherwise by the Texas Attorney General in writing, any information received relating to the City Sales Tax Revenue shall be considered confidential proprietary financial information not subject to immediate release to the public. The City shall seek a written opinion from the Texas Attorney General, raising any applicable exception to release, prior to any release to a third -party under the Texas Public Information Act. (D) Property Tax Revenues. During the Term of this Agreement, the City shall determine annually the amount of the Property Tax Revenues received by the City and attributable to completed features of each District within the Project boundaries in cooperation with the Developer. The City hereby agrees to deposit into the Reimbursement Account annually from available funds in the City's General Fund an amount equal to the M &O portion only of said Property Tax Revenues for each District in the percentages stated in Section 5.3 herein, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not Less than five (5) business days prior to Schlitterbahn 380; CPY 5 -I8 -12 Page 14 of 26 the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. (E) Hotel Occupancy Tax Revenues, During the Term of this Agreement, the City shall determine semi - annually the amount of the Hotel Occupancy Tax Revenues attributable to completed features of each District within the Project boundaries in cooperation with the Developer. The City hereby agrees to deposit timely from available funds in the City's Hotel Occupancy Tax Fund an amount equal to said Hotel Occupancy Tax Revenues portion of the City Commitment for each District in the percentages stated in Section 5.3 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five business days prior to the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. Developer shall comply with the terms of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. Further, Developer shall deliver to City, upon the City's request, such information and reports which the City reasonably requests as evidence that Developer is in compliance with such statutes. Should any expenditure of Hotel Occupancy Tax Revenues by Developer be for a use that is found to be illegal, the City shall have no liability in connection thereof. (F) Construction Sales Tax Revenues. During the Term, the City shall determine semi - annually the amount of the Construction Sales Tax Revenues from local construction suppliers only for completed features of each District within the Project boundaries received by the City in cooperation with the Developer. The City hereby agrees to deposit timely from available funds in the City's General Fund an amount equal to said Construction Sales Tax Revenues portion of the City Commitment attributable to each District in the percentages stated in Section 5.3 herein into the Reimbursement Account, and hereby pledges such fund to the payment of the City Commitment as provided herein. The City shall maintain complete books and records showing deposits to and disbursements from the Reimbursement Account, which books and records shall be deemed complete if kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination by the duly authorized officers or agents of the Developer during normal business hours upon request made not less than five business days prior to the date of such examination. The City shall maintain such books and records throughout the term of this Agreement and store the same for four years thereafter. 5.3 Reimbursement Amounts to be Paid by City to Developer. (A) Sales Tax Revenues and Construction Sales Tax Revenues: Developer shall provide the City a semi - annual report, no later than March 1 and September 1 of each year, stating Developer's sales figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Sales Tax and Construction Sales Tax Revenues. Within Sixty (60) days of receiving written request from Developer, accompanied by all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay to Developer the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries based on the percentages stated below for the applicable Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein. Developer may spend Schlitterbahn 380; CPY 5 -18 -12 Page 15 of 26 said Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. (B) Property Tax Revenues: Developer shall provide the City an annual paid property tax bill, no later than March 1 of each year, stating Developer's figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Property Tax Revenues. Within Sixty (60) days of receiving written request from Developer, accompanied by all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and DeveIoper's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay to Developer the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries based on the percentages stated below for the applicable Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein. Developer may spend said Chapter 380 Payments received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. (C) Hotel Occupancy Tax Revenues: Developer shall provide the City a semi - annual report, no Iater than March 1 and September 1 of each year, stating Developer's occupancy figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Hotel Occupancy Tax paid to the City. Within Sixty (60) days of receiving written request from Developer, accompanied by Developer's annual Approved Spending Plan (as defined herein) and all reasonable supporting documentation from Developer that it has fully complied with its performance requirements, subject to the satisfaction of Developer's Commitments under Article IV herein and Developer's timely and full compliance with all applicable terms and conditions contained in this Agreement, City shall pay Developer an amount not to exceed the applicable Chapter 380 Payments attributable to the completed features of each District within the Project boundaries, in an amount equal to the amount indicated in the annual Approved Spending Plan, based on the percentages stated below for the Hotel Occupancy Tax Revenues collected by City on the completed features of each District, subject to the limitations set forth herein; provided, however, that Developer must comply with the terms of Section 351 of the Texas Tax Code, as it may be amended from time to time, applicable to the Hotel Occupancy Tax Revenues. Further, Developer shall deliver to City, upon the City's request, such information and reports which City reasonably requests in order for City to verify that Developer is in compliance with said statutes. Any Hotel Occupancy Tax Revenues remaining unspent by Developer, and all accrued interest thereon, if any, at the expiration or earlier termination of this Agreement shall be returned by Developer to City, which obligation shall survive the expiration or earlier termination of this Agreement. By this Agreement, City is delegating, pursuant to Section 351.101(c) of the Texas Tax Code, as it may be amended from time to time, the management or supervision of certain programs and activities to be funded by Hotel Occupancy Tax Revenues. Developer may spend such funds received as Reimbursement Amounts or in satisfaction of other City Commitment on improvements or other lawful uses only within the Project boundaries. Developer and Developer's subcontractors shall apply for reimbursement for the applicable City Tax Revenues only from the City. Failure to do so would be an Act of Default hereunder. Park District A Payments: Sales Tax: 100% Property Tax (M &O portion thereof only): 100% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the Park District A within the boundaries of the TRZ, as shown on EXHIBIT "D, " attached hereto. Parts of the Park District A not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the Park District. Schlitterbahn 380; CPY 5 -18 -12 Page 16 of 26 Hotel Occupancy Tax: 100% Construction Sales Tax: 50% The City Commitment attributable to the Park District to be paid to Developer for the Park District A shall not exceed $34,130,131. IslandWalk District Payments: Sales Tax: 85% Property Tax (M &O portion thereof only): 85% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the IslandWalk District within the boundaries of the TRZ, as shown on EXHIBIT "D," attached hereto. Parts of the IslandWalk District not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the IslandWalk District. Hotel Occupancy Tax: 85% Construction Sales Tax: 95% The City Commitment attributable to the IslandWaIk District to be paid to Developer for the IslandWalk District shall not exceed $29,897,428. Resort District Payments: The Reimbursement Amount is to be applied only to the Resort Rental part of the Resort District in the following percentages, with no City Commitment allocated to the residential part of the Resort District. Sales Tax: 70% Property Tax (M &O portion thereof only): 70% Hotel Occupancy Tax: 57% Construction Sales Tax: 0% The City Commitment attributable to the Resort District to be paid to Developer for the Resort District shall not exceed $28,192,908. Marina District Payments: Sales Tax: 70% Property Tax (M &O portion thereof only): 70% beginning in fiscal year 2022 or upon termination of the TRZ, whichever occurs sooner, for the part of the Marina District within the boundaries of the TRZ, as shown on EXHIBIT "D," attached hereto. Parts of the Marina District not within the boundaries of the TRZ are eligible for said Property Tax Chapter 380 Payments upon completion of the Marina District. Hotel Occupancy Tax: 70% Construction Sales Tax: 0% The City Commitment attributable to the Marina District to be paid to Developer for the Marina District shall not exceed $24,896,411. 5.5 Development Fees. City shall waive for Developer (as part of City Commitment) an amount equal to all Development Fees paid pertaining to the Project, provided that the aggregate amount of such payment shall not exceed One Million Four Hundred Thousand Dollars ($1,400,000.00). The Director of Development Services for the City shall be responsible for tracking and supplying information related to Development Fees to the EDC. Schlitterbahn 380; CPY 5 -18 -12 Page 17 of 26 5.6 Maintenance of Project Infrastructure, For no less than the Term of this Agreement, it shall be Developer's sole responsibility to provide proper and timely maintenance of all infrastructure other than paved streets and associated curb and gutters and utility related infrastructure accepted by or typically owned and maintained by the City, in accordance with standard City policy, including but not limited to public water, wastewater, storm water, and gas infrastructure located within the street right of way or other public easement, (collectively, "City Infrastructure ") within the property boundaries of the Project. To ensure that all infrastructure associated with the Project other than City Infrastructure are properly and timely maintained, Developer may create a public improvement district, or any other similar self - funding mechanism available under the law, that will encompass the property boundaries of the Project and generate adequate revenue to pay for said proper and timely maintenance of all infrastructure other than City Infrastructure within the property boundaries of the Project. The City agrees to cooperate with the Developer in their application for and creation of a public improvement district under The Public Improvement District Assessment Act, Chapter 372 of the Texas Local Government Code (or any successor statute thereto), a statute corresponding to a similar mechanism, or under a statute to be passed and enacted into law through the state legislative process in the future. The purposes of the public improvement district may include, among others, paying, or reimbursing the costs incurred for the design, construction, operation and maintenance of all infrastructure associated with the Project other than City within the property boundaries of the Project. ARTICLE VI [Intentionally Left Blank] ARTICLE VII COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES OF DEVELOPER AND OPERATOR If the Developer or Operator shall have made any false or substantially misleading statement herein or failed to timely and fully perform as required in this Agreement, such shall be an Act of Default by Developer, subject to Section 11.1 herein. Failure to comply with any one covenant or warranty shall constitute an Act of Default by Developer or Operator, subject to Section 11.1 herein. Developer and Operator, as of the Effective Date, make the following covenants and warranties to City, and agree to timely and fully perform the following obligations and duties. 7.1 Litigation. No litigation or governmental proceeding is pending or, to the knowledge of Developer, Operator or their respective general partner and officers, threatened against or affecting Developer, Operator or the Property that may result in any material adverse change in Developer's or Operator's business, properties or operation. 7.2 Untrue Statements. To the best of their knowledge, no certificate or statement delivered by Developer or Operator to City in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement or fails to state any fact necessary to keep the statements contained therein from being misleading except those which have been replaced by subsequent certificates or statements heretofore given to the City in substitution. 7.3 Bankruptcy. There are no bankruptcy proceedings or other proceedings currently pending or contemplated, and Developer and Operator have not been informed of any potential involuntary bankruptcy proceedings. 7.4 Licenses and Authority. To the best of their knowledge, Developer or Operator have acquired and maintained all necessary rights, licenses, permits and authority to carry on their respective businesses in Schlitterbahn 380; CPY 5 -18 -12 Page 18 of 26 Corpus Christi, Texas, and will continue to use commercially reasonable efforts to maintain all necessary rights, licenses, permits and authority. 7.5 Payment of Taxes. Developer and Operator shall timely pay all taxes due and owing by them to all taxing authorities having jurisdiction. In addition, Developer and Operator shall timely pay all employment, income, franchise, and all other taxes hereafter to become due and owing by them, respectively, to all local, state, and federal entities subject, however to their right to contest the same in a lawful manner. 7.6 Timely Commencement; Continuous Operations. Developer acknowledges and agrees that if it fails to Commence Construction of the Schlitterbahn Waterpark and pursue its Completion within the time periods herein provided, and Operator acknowledges and agrees that if it fails to Continuously Operate the Schlitterbahn Waterpark in the Park District as herein provided, in either of said cases or events, the City has the right to terminate this Agreement as herein provided. 7.7 Management Changes. Developer and Operator shall notify City in writing of any substantial changes in management of Developer or Operator within seven (7) days after Developer's or Operator's knowledge thereof. Substantial changes mean changes in Chairman of the Board, President, or Chief Executive Officer. 7.8 Ownership Changes. Developer and Operator shall notify City in writing of any changes in ownership of any part of the Project or of Developer or Operator within seven (7) days after Developer's or Operator's knowledge thereof. 7.9 Succession of Ownership. No change of ownership or management of any part of the Project and/or a change of ownership or management of Developer or of Operator shall abate, waive, terminate or in any way relieve Developer or Operator of their respective obligations herein. 7.10 Non - discrimination. Developer agrees that, as to all of the programs and activities arising out of this Agreement, it will not discriminate against any person on the basis of race, color, national origin, sex, or by reason of being disabled. 7.11 Lessee /Owner Lists. Developer or Operator shall provide to City in writing lists of all Project tenants or other persons making sales or purchases of taxable items or real property in each District of the Project, identified by District the "Lessee /Owner List "). Developer or Operator will periodically and timely notify City of changes to the Lessee /Owner List. For the Park District, the Lessee /Owner List shall include Developer and/or Operator. Developer and Operator are responsible as herein provided for supplying to City such identifying information for each person on the Lessee /Owner List as is required by the Comptroller to issue their sales tax area reports and Hotel Occupancy Tax area reports. 7.12 Sales Tax Reports. If the sales tax area reports described herein are unavailable or otherwise inadequate to allow computation of the Sales Tax Revenue, Developer or Operator shall timely acquire from each tenant a waiver of confidentiality or other document required or approved by the Texas Comptroller that allows City to review individual tenants' reported sales tax information on a semi - annual basis throughout the Term of this Agreement as necessary to compute the Sales Tax Revenue. 7.13 Employment of Undocumented Workers. The Developer does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving Chapter 380 Payments, Developer or Operator is convicted of a violation under 8 U.S.C. Section 1324a (0, the convicted Developer or Operator shall repay the Chapter 380 Payments at the rate and according to the terms as specified by City Schlitterbahn 380; CPY 5 -18 -12 Page 19 of 26 Ordinance, as amended, not later than the 120'x' day after the date the Developer or Operator has been notified of the violation. ARTICLE VIII CITY'S COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES 8.1 Type II Reclaimed Water Supply. To the extent permitted by law, the City shall authorize Developer to receive Type II reclaimed water, as defined in Title 30 of the Texas Administrative Code, from the City for the Project needs at no cost on an as needed, end -user demand basis within the boundaries of the Project for use by Developer and Operator within statutory and governmental agency requirements. In the event that there is any proposed change to policy, legislation, and terms, conditions or restrictions in the governing permits or authorizations that may impact the delivery to Developer or Operator of Type II reclaimed water or impose a future fee to Developer or Operator for the use of the Type II reclaimed water, the City shall notify Developer at least sixty (60) days before such proposed change is to take effect. In their use of the Type II reclaimed water, Developer and Operator shall comply with all TCEQ and all other applicable governmental agency requirements and regulations. ARTICLE IX SUSPENSIONS /TERMINATION Subject to the terms of Article V herein, City, under the following circumstances, and at its sole discretion, may temporarily suspend making Chapter 380 Payments under this Agreement and /or terminate this Agreement, without liability to Developer, and all future payment obligations shall automatically cease upon anyone of the following events: 9.1 Receiver. The appointment of a receiver for Developer, or of all or any substantial part of its property, and the failure of such receiver to be discharged within sixty (60) days thereafter. 9.2 Bankruptcy. The adjudication of Developer as a bankrupt. 9.3 Bankruptcy Petition. The filing by Developer of a petition or an answer seeking bankruptcy, receivership, reorganization, or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding, 9.4 Failure to Comply with Audit Requirements. The failure of Developer or Operator to reasonably cooperate with the City in the monitoring process described in Article X below. ARTICLE X REPORTING AND AUDITING 10.1 Audit by the City. The City may audit Developer's and Operator's records to determine their compliance with the terms of this Agreement. This audit will be done by the City on an annual basis in March of each year. During the monitoring process, the City will make maximum use of any State submissions for the determination of Reimbursement Amount. Developer and Operator shall provide the City an annual report, no later than March 1 of each year, stating Developer's and Operator's occupancy and sales figures attributable to the completed features of each District within the Project boundaries and the corresponding amount of Sales Tax, Property Tax and Hotel Occupancy Tax paid to the City by Developer. 10.2 Access to Records / Right to Audit. Developer and Operator, during normal business hours shall allow City reasonable access to its records and books and all other relevant records related to each of the Schlitterbahn 380; CPY 5 -18 -12 Page 20 of 26 economic development considerations and incentives and performance requirements, as stated in this Agreement, but the confidentiality of such records and information shall be maintained by City unless disclosure of such records and information shall be required by a court order, a Lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. ARTICLE XI DEFAULT 11.1 Default. Subject to Force Majeure and any consent given under Section 11.2 or Variance granted under Section 13.15, should Developer fail to timely, fully and completely keep or perform any one or more of the covenants or warranties made by Developer in this Agreement (but excluding achieving satisfaction of any condition to the Developer's right to receive Chapter 380 Payments under this Agreement), such failure to perform shall be an Act of Default by Developer and, if not cured and corrected within sixty (60) days after written notice to do so or by express waiver by the Corpus Christi City Council, City may terminate this Agreement and cease making any further Chapter 380 Payments which have not been earned by performance by Developer theretofore. Developer shall be liable to City for any actual damages sustained by the City as a result of said Act of Default by Developer under this Agreement, subject to the provisions of Section 13.17. 11.2 Consent and Excuse. In the event of unforeseeable third party delays which are not Force Majeure and upon a reasonable showing by Developer that it has immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal or abatement of such delays by using commercially reasonable efforts, the Corpus Christi City Council may consent to and excuse any such delays, which consent and excuse shall not be unreasonably withheld. 11.3 City Delay. Any delay for any amount of time by City in providing notice of Default to Developer or Operator hereunder, shall in no event be deemed or constitute a waiver of such Default by City of any of its rights and remedies available in law or in equity. 11.4 City Waiver. Any waiver granted by City to Developer or Operator of an Act of Default shall not be deemed or constitute a waiver of any other existing or future Act of Default by Developer or of a subsequent Act of Default of the same act or event by Developer. ARTICLE XII CITY'S LIABILITY LIMITATIONS Should City fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this Agreement, such failure shall be an Act of Default by City and City shall have sixty (60) days to cure and remove the Default after receipt of written notice to do so from Developer or Operator. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 Sign Permitting. Prior to submitting any building permit applications for any sign, Developer shall obtain approval from City's Planning and Building Inspection Department's Director for plans for signs. 13.2 Permitting. Subject to Developer's complying with all applicable laws, City agrees to cooperate with Developer to expeditiously process permits, including plat applications, site plan applications, building permit applications, building and construction inspections required for the Project to be in a state of Completion. Schlitterbahn 380; CPY 5 -18 -12 Page 21 of 26 13.3 Attorneys' Fees. If any legal action or proceeding is commenced between City and Developer or Operator based on this Agreement, the prevailing party in the Iegal action will be entitled to recover its reasonable attorneys' fees and expenses incurred by reason of such action, to the extent allowed by law. 13.4 Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. 13.5 Assignment. Except as provided below, Developer may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City, which approval will not be unreasonably withheld or delayed. The City agrees, however, that the Developer may assign all or part of its rights and obligations under this Agreement to any entity affiliated with the Developer by reason of controlling, being controlled by, or being under common control with the Developer; to a subsequent Developer of all or any part of the Project; to a tenant in the Project or to a third party lender advancing funds for the acquisition of all or any part of the Property or for the construction or operation of the Project. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City to such an assignment will be required. The Developer agrees to provide City with written notice of any such assignment. 13.6 Termination. If Developer elects not to proceed with the development of a Schlitterbahn Waterpark in the Park District as contemplated by this Agreement, Developer will notify City in writing, and this Agreement and the obligations of both parties will be deemed terminated and of no further force or effect as of the date of such notice. Additionally, at any time during the Term following the Completion of a Schlitterbahn Waterpark in the Park District, the Developer may elect to terminate this Agreement as to any or all parts of the Project which have not been completed and placed in service, by giving the City written notice thereof specifying the part or parts of the Project to which the notice of termination relates. Following the giving of said notice, this Agreement shall terminate and be of no further force or effect as to the part or parts of the Project designated in said notice of termination and all parties shall be fully released of any further obligations under this Agreement relating to said designated part or parts of the Project. 13.7 Notice. Any notice or other communication ('Notice ") given under this Agreement must be in writing, and may be given: (i) by depositing the Notice in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; (ii) by personal delivery of the Notice to the party, or an agent of the party; or (iii) by confirmed facsimile, provided that a copy of the Notice is also given in one of the manners specified in (i) or (ii). Notice deposited in the mail in the manner specified will be effective two (2) days after deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of Notice, the addresses of the parties will, until changed as provided below, be as follows: Developer: Upper Padre Partners, L.P. Attention: Paul Schexnailder 381 East Austin Street New Braunfels, Texas 78130 Ph: Facsimile: with a copy to: R. G. Converse Fulbright & Jaworski L.L.P. 98 San Jacinto Blvd Schlitterbahn 380; CPY 5 -18 -12 Page 22 of 26 Suite 1100 Austin, Texas 78701 Ph: (512) 536 -4535 Facsimile: (512) 536 -4598 City: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469 -9277 Ph: (361) 826 -3220 Facsimile: (361) 826 -3839 with a copy to: City Attorney P.O. Box 9277 Corpus Christi, Texas 78469 -9277 Ph. (361) 826 -3360 Facsimile: (361) 826 -3239 Operator: North Padre Waterpark Holdings, LTD 381 East Austin Street New Braunfels, Texas 78130 Attention: Gary Henry Ph: (830) 625 -2351 Fax: (830) 625 -3515 Any party may designate a different address at any time by giving Notice to the other party. 13.8 Interpretation. Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. In the event of any dispute regarding the interpretation of this Agreement, this Agreement will be interpreted fairly and reasonably and neither more strongly for nor against any party based on draftsmanship. 13.9 Relationship of the Parties. This Agreement will not be construed as establishing a partnership or joint venture, joint enterprise, express or implied agency, or employer - employee relationship between the parties. Neither City, nor its past, present or future officers, elected officials, employees or agents, assume any responsibility or liability to any third party in connection with the development of the Project or the design, construction or operation of any portion of the Project. 13.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected and it is also the intention of the parties that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 13.11 Paragraph Headings, Etc. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the paragraphs. 13.12 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. Schlitterbahn 380; CPY 5 -18 -12 Page 23 of 26 13.13 Counterparts. This Agreement may be executed simultaneously in two or of which will be deemed an original, but all of which will constitute one and facsimile signature will be deemed to be an original signature for all purposes. 13.14 Exhibits. The following exhibits are attached to and incorporated into purposes: Exhibit "A:" Exhibit "B :" Exhibit "C:" Exhibit "D:" Schlitterbahn Beach Country Project Description Type A Corporation Business Incentive Agreement Project Boundaries: Field Notes /Metes and Bounds TRZ Boundary Map more counterparts, each the same instrument. A this Agreement for all 13.15 Variances. The Corpus Christi City Council, in its sole discretion, may grant and approve variances to Developer or Operator from the performance criteria and development standards described herein upon application in writing therefor by Developer on behalf of itself or the Operator. 13.16 Balance Owed under the Agreement. The total amount of money awarded in an adjudication brought against City for breach of this Agreement is limited to the following: (i) the balance then due and owed by City under the Agreement plus any balance which may become due by City during the remaining term of the Agreement, including any amendments thereto; (ii) interest as allowed by law; and (iii) attorney's fees as allowed by law. 13.17 Damages not included. Damages awarded in an adjudication brought against City or Developer arising under the Agreement, including any amendments thereto, may not include: (i) consequential damages, except as expressly allowed under Section 13.I6 above; (ii) exemplary damages; or (iii) damages for unabsorbed home office overhead. ARTICLE XIV GENERAL TERMS 14.1 Entire Agreement. This Agreement embodies the complete Agreement of the parties hereto, superseding all oral or written, previous and contemporary, agreements between the parties relating to matters in this agreement; and, except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 14.2 Law. This Agreement is subject to all legal requirements in City Charter and Code of Ordinances of City of Corpus Christi, Texas and all other applicable County, State and Federal laws, and Developer and Operator agree that it will promptly comply with all such applicable laws, regulations, orders and rules of the State, City and other applicable governmental agencies. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas without regard, however, to the conflicts of laws provisions of Texas law. 14.3 Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 14.4 Confidential. City, its officers and employees, and its agents or contractors retained to perform economic development services for City, shall treat as confidential the financial statements and information together with any proprietary information delivered by Developer, Operator or their respective representatives to City and its representatives and shall not release such information to the public, unless required by law or court order. City shall immediately notify Developer of requests or court orders to release such information. Schlitterbahn 380; CPY 5 -18 -12 Page 24 of 26 14.5 Exhibits. Exhibits "A" through "D" attached hereto are trade a part of this Agreement for all purposes as if they were set forth herein in their entirety. [Remainder of page intentionally left blank] Schlitterbahn 380; CPY 5 -18 -12 Page 25 of 26 EXgctInn to be.affeetive. as of this , day of /16-Y ,2012 UPP.D4 PADRKPARTNERS.il,k,; alroxas limited partnorship lewd day of /14 iI 2Q12 13y: lipperlPadre.WP,INC; general' Ober extra et', Ma' ger NORIO PATAiE WATERP8Rit,HOLDINGS, LTO, a Texasjimltod Ohrtnetship Signed on'thls k day of /4411-y , 2012 By: Nett Padre WPIICIP, LLC, general partner CITY OF CORPUS C11111$11, TEXAS, i honse-ilk PhfillielPh) COPgrgioll Signed on this day of , 20t2 ATTEST: CITY OF CORPUS CHRI$T1 Arrnando Chap], City Secretary Ronald L. Olson, City Manager Page 26 of 24 • Schlitterbahn Beach Country is planned to provide the essential elements of a true family destination on Upper Padre Island at Corpus Christi, Texas. The Park District Park District A contains the Schlitterbahn Waterpark. The Waterpark is approximately 75.119 acre waterpark resort that will be built in phases over a period of several years, whose initial components will feature a minimum capacity of three thousand simultaneous visitors, with future phases increasing the capacity based on demonstrated demand. The Waterpark will be based on the "Transportainment" model in place at each of the other Schlitterbahn Waterparks in which multiple entertainment elements and rides are integrated with each other, typically featuring tube chutes, momentum rivers, torrent rivers, slides, pools and aquaveyors (all based on proprietary technologies and patents). Other elements of the Waterpark include, but are not limited to, heated pools, children pools and play areas, and support areas such as food and beverage, dressing areas, shade structures, gift shops, admission areas and parking areas. The Waterpark also may include a hotel or theme -style designed lodging consistent with but not specifically limited to the Treehaus lodging located at Schlitterbahn New Braunfels or other theme - style designed lodging that may be developed by Developer. The mix of rides and attractions, and the integration of ride technology, of the Waterpark will be similar to other Schlitterbahn Waterparks. Park District B includes a golf course. The numbers of holes will be reduced but will remain at least a 9 -hole course. The IslandWalk District The IslandWalk District offers several use options from the canal side restaurants and retail to residential with rental units up to residential units lining the golf course. Residential units in this district will range from traditional canal side units, cottage clusters and pond and golf course residential. The creation of the IslandWalk canal creates a truly pedestrian experience that is not available elsewhere along the Texas Coast. The heart of the district is the 2,500 feet of canal on the west side of Park Road 22. Once completed, residents and tourists will use the canal system as a transportation system. In addition to walking along the canal, visitors will be able to dock their boats as they visit the various shops and restaurants or attend events on the IslandWalk. The Marina District The Marina District is designed as a mixed use marina development serving Padre Harbor and the IslandWalk. With its access to the Gulf of Mexico via Packery Channel, the Marina District is designed to include in- the -water boat slips and dry -stack boat storage. The Marina District will become the center of the boating community and will provide essential elements to the fishing and water sports visitors. The Marina District is envisioned to include restaurants, entertainment, retail and lodging. The Lodging facilities will be comprised of traditional apartment and hotel units as well as residential above retail. The location and configuration will be designed to offer a Live- Work -Play lifestyle. As the harbor side anchor of the IslandWalk those choosing to live in or visit the Marina District will have easy access to the pedestrian IslandWalk district and Schlitterbahn Beach Country. The Resort District The Resort District is designed as the resort residential district serving Upper Padre Island and Schlitterbahn Beach Country. The roughly 250 acres will be designed with full architectural design standards, mixed residential uses and resort quality lodging facilities. Cooper Robertson and Associates, the land planners of WaterColor and Water Sound in the Florida Panhandle, prepared the conceptual land plan for the Resort District. The Resort District will be subject to the City of Corpus Christi's zoning ordinance and unified development code prior to construction. In addition, any changes in the development plan will require Corps of Engineer permit modifications procedures. Accordingly there will be substantial public input prior to construction of the district. The Resort District plan contains the traditional bulk headed canal lots, canal lots with natural shore line and areas with fresh water ponds. In addition to the canal system the district will include pedestrian pathways, cart paths and open areas. The Resort District borders Commodores Drive, Aquarius Street and portions of the Laguna Madre. A portion of the Resort District fronts on a protected habitat and will be designed to add separation between the protected habitat and the developed property. BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND NORTH PADRE WATERPARK HOLDINGS LTD FOR INFRASTRUCTURE CONSTRUCTION TO ENHANCE ECONOMIC DEVELOPMENT This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ( "Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Corporation ") and North Padre Waterpark Holdings Ltd. ( "Schlitterbahn "), a Texas limited partnership. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ( "City ") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ( "Type A Guidelines "), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, the Board, on November 9, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, Schlitterbahn is a major destination waterpark resort that will draw tourists and visitors from outside of the local area; WHEREAS, Schlitterbahn proposes to invest approximately $39 million over a 3 year period; WHEREAS, on May 4, 2012, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Schlitterbahn, through this Agreement with Schlitterbahn, to be used by Schlitterbahn to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark and that will result in increased economic development and the creation of 40 new full -time permanent jobs and 300 seasonal jobs in the City of Corpus Christi. In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and Schlitterbahn agree as follows: 1.. Effective Date. The effective date of this Agreement ( "Effective Date ") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for three years beginning on the effective date. 3. Performance Requirements. a. Schlitterbahn agrees to use these funds to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Schlitterbahn waterpark . b. Schlitterbahn agrees to provide the Corporation with a sworn certificate by authorized representative of the business, certifying the amount used for infrastructure improvements. c. Schlitterbahn will provide the Corporation with a detailed list of infrastructure expenditures each year within 30 days of the anniversary of the effective date until the end of this agreement. 4. Grant Award. a. The Board will grant Schlitterbahn the amount of $5,000,000 over the term of the agreement, to be paid to North Padre WPH GP, LLC, general partner of Schlitterbahn. Schl tterbahn Type A Agmt; CPY 5 -18 -12 Page 2 of 9 b. One half of the grant ($2,500,000) will be awarded upon the Developer providing documentation that they have spent $5,000,000 for infrastructure improvements for the waterpark allowed under Section 501.103 of the Texas Local Government Code or have achieved 50% completion of the waterpark. 50% completion of the waterpark means that at least $10,000,000 has been spent on construction of the first phase of the waterpark. c. One half of the grant ($2,500,000) will be awarded upon the completion of the waterpark. Completion means that the Certificate of Occupancy for the waterpark has been issued by the City. 5. Buy Local Provision. a. Schlitterbahn agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 8. Warranties. Schlitterbahn warrants and represents to Corporation the following: a. Schlitterbahn is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b, Schlitterbahn has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Schlitterbahn has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. Schlitterbahn has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Schlitterbahn are duly authorized to execute this Agreement on behalf of Schlitterbahn. f. Schlitterbahn does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 3 of 9 Schlitterbahn is convicted of a violation under §U.S.C. Section 1324a(f), Schlitterbahn shall repay the payments at the rate and according to the terms as specified by City Ordinance, as amended, not later than the 120th day after the date Schlitterbahn has been notified of the violation. 7. Compliance with Laws. Schlitterbahn shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non - Discrimination. Schlitterbahn covenants and agrees that Schlitterbahn will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 9. Force Majeure. If the Corporation or Schlitterbahn are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Schlitterbahn are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Except as provided below, Schlitterbahn may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City Council and the Board, which approval will not be unreasonably withheld or delayed. The City agrees, however, that Schlitterbahn may assign all or part of its rights and obligations under this Agreement to any entity affiliated with Schlitterbahn by reason of controlling, being controlled by, or being under common control with Schlitterbahn or to a third party lender advancing funds for the construction or operation of the waterpark. The City expressly consents to any assignment described in the preceding sentence, and agrees that no further consent of City Council or the Board to such an assignment will be required. Schlitterbahn agrees to provide City with written notice of any such assignment. The foregoing notwithstanding, any assignment of Schlitterbahn's rights under this Agreement shall not release Schlitterbahn from its obligations hereunder. 11. Indemnity. Schlitterbahn covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ( "Indemnitees') against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 4 of 9 Schlitterbahn activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the lndemnitees. Schlitterbahn must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Schlitterbahn. The following events constitute a default of this Agreement by Schlitterbahn: a. The Corporation or City determines that any representation or warranty on behalf of Schlitterbahn contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against Schlitterbahn or any attachment or other levy against the property of Schlitterbahn with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Schlitterbahn makes an assignment for the benefit of creditors. d. Schlitterbahn files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Schlitterbahn become delinquent, and Schlitterbahn fails to timely and properly follow the legal procedures for protest or contest. f. Schlitterbahn changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Schlitterbahn is in default according to the terms of this Agreement, the Corporation or City shall notify Schlitterbahn in writing of the event of default and provide 60 days from the date of the notice ( "Cure Period ") for Schlitterbahn to cure the event of default. 14. Results of Uncured Default by Schlitterbahn. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Schlitterbahn, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Schlitterbahn shall immediately repay all funds paid by Corporation to them under this Agreement. Schlitterbahn Type A Agmt; CRY 5 -18 -12 Page 5 of 9 b. Schlitterbahn shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Schlitterbahn of all sums due, the Corporation and Schlitterbahn shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Schlitterbahn may be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Schlitterbahn's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Schlitterbahn is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Schlitterbahn specifically agrees that Corporation shall only be liable to Schlitterbahn for the actual amount of the money grants to be conveyed to Schlitterbahn, and shall not be liable to Schlitterbahn for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as Schritterbahn Type A Agmt; CPY 5 -18 -12 Page 6 of 9 requested. Payments to be made shall also require a written request from Schlitterbahn to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Schlitterbahn: North Padre Waterpark Holdings Ltd. Attn: Gary Henry 381 East Austin New Braunfels, Texas 78130 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469 -9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ( "Corporation Guidelines "), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Schlitterbahn will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint - venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Schlitterbahn Type A Agmt; CPY 5 -18 -12 Page 7 of 9 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Schlitterbahn. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi Business & Job Development Corporation By: Date: Robert Tamez Vice President Schlltterbahn Type A Agmt; CPY 5 -18 -12 Page8of9 Attest. Sy: _ArMando Chapa Assistant Secretary $01:11.1gerboh.0 Notttt.:,Pa*Watorp.-40 Ho Idingo Ltd By North Padre WPR OP, LLOogenOrat.PaitiOt By; ry enry Manager Date: THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on 1 g er.c YYoj Gary Henry, Manager of North Padre WPH. GP, LLC,. gene al part Waterpark Holdings Ltd for North Padre Waterpark Holdings Ltd., a partnership, on behalf of the partnership. No-fa j ublit Stateof Texas Schlitterbahn Type AAMiit 00r-18-12 , 2012, by of North Padre Texas limited Page 9 of 9 Park District A STATE OF TEXAS COUNTY OF NUECES Job No. 38808,B201 April 19, 2012 Pieldnotes for a 75.119 acre tract of land; said 75,119 acre tract being comprised of the following tracts: Portion of Block 27A, Padre Island - Corpus Christi Island Fairway Estates, a map of which is recorded m Volume 46, Pages 208 thru 210, Map Records of Nueces County, Texas; Portion of Lot 1, Block 27B, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 47, Pages 163 thru 165, Map Records of Nueces County, Texas; Lots 9 thru 13, Block 43, Lots 4 and 5, Block 44 and portions of Lots 6, 8 andl4, Block 43, portions of Lots 1, 2, 3,6, 7, and 8, Block 44, portions of Maracaibo Drive and Zaraza Drive, Padre Island-Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 42, Pages 10 and 11, Map Records of Nueces County, Texas; Block 26, Padre Island - Corpus: Christi island Fairway Estates, a map of which is recorded in Volume 40, Pages 154 thru 159, Map. Records of Nueces County, Texas; Lots '7 thru 14, Block 41, Island Fairway Estates, a map of which is recorded in Volume 42, Pages 16 and 17, Map Records of NueeeS County, Texas; Commencing at a point on the west boundary of Padre Island Drive (State Highway 358) for the northeast comer of Block 46, Padre Island-Corpus Christi Island Fairway Estates, a snap or which is recorded in Volume 42, Pages 153 and 154, Map Records of Nueces County, Texas and for the southeast corner of said Block 27A; Thence, North 06424'41" West, a distance of 2312.75 feet to a point on the west boundary of Compass Street, a 60 foot wide public roadway, for a common corner of Lots 6 and 7, Block 41, Island Fairway Estates, a map of which is recorded in Volume 42, Pages 16 and 17, Map Records of Nueces County, Texas, for the Point of Beginning of this tract and for a corner of this tract; Thence, North 88 °43'30" West, with the common boundary of said Lots 6 and 7, Block 41, same being the east boundary of this tract, a distance of 107.28 feet for the southwest corner of said Lot 7, for the northwest corner of said Lot 6, fora corner of said Block 27A and for a corner of this tract; Thence, with the common boundary of Lots 6, 5, 4, and 3, said Block 41 and said Block 27A, same being the east boundary of this tract, as follows: South 80 °34'30" West, a distance of 89.00 feet; South 09 °25'30" last, a distance of 132,00 feet; South 80 °34'30" West, a distance of 130.00 feet; South 09 °25'30" East, a distance of 312.20 feet; South 01 °16'24" West, at 63.69 feet pass the southwest corker of said Lot 3, Block 4, and the northwest corner of Lot 1, Block 27B, Padre Island - Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 47, Pages 163 thru 165, Map Records of Nueces County, Texas, in all a total distance of 236.96 feet for a common corner of said Lot 1, Block 27B, and said Block 27A and a corner of this tract; Thence; with the westerly boundary of Lot 1, Block 27B, same being the easterly boundary of said Block 27A and of this tract, as follows: South 24 °32'29" East, a distance of 314.16 feet; South 87 °22'40" East, a distance of 44.36 feet; South 17 °02'40" West, a distance of 1350.00 feet for the southeast corner of this tract; S:1 Surveying1388081132u11FN38808b201 -PARK DISTRICT A•75AC.doc Page 1 of 3 (361)854 -3101 2725 SWANTNER DR. • CORPUS CHRISTI,TEXAS 78404 FAX (361)854 -6001 www.urbaneng.com TBPE Firm #145 Job No. 38808.B201 April 19, 2012 Park District A - 75.119 acres Thence, South 58 °23'41" West, with the south boundary of this tract, a distance of 147.91 feet for a comer of this tract; Thence, North 50 °59'09" West, continuing with the south boundary of this tract, a distance of 390.56 feet for the southwest corner of this tract; Thence, with the west boundary of this tract, a distance follows: North 05 °19'27" as a distance of 711.17 feet; North 02 °47'20" East, a distance of 257.36 feet; North 11 °30'08" West, a distance of 696.00 feet; North 75 °21'49" West, a distance of 532.65 feet; North 04 °50'17" East, a distance of 200,23 feet; North 28 °53'07" West, a distance of 1125.48 feet to the proposed south boundary of the 80 foot wide Aquarius Street re- alignment for the northwest corner of this tract; Thence, North 69 °18'32" East, with said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 684.61 feet for the point of curvature of a circular curve to the right which has a delta angle of 18°13'16", a radius of 330.00 feet, a tangent length of 52.92 feet and an arc length of 104.95 feet; Thence, with circular curve to the right, continuing said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, and are length of 104.95 feet for the end of this circular curve to the right, for the northeast corner of Lot 20, Block 34 and the northwest of Lot 21, Block 34, Island Fairway Estates, a map of which is recorded in Volume 40, Pages 183 and 184, Map Records of Nueces County, Texas and for a comer of this tract; Thence, South 02 °09'30" East, with the common boundary of said Lots 20 and 21, Block 34, same being the north boundary of this tract, a distance of 50,57 feet for the common comer of said Lots 20 and 21, Block 34 and said Block 27A and for a corner of this tract; Thence, South 44 °14'30" East, with the south boundary of Lot 21, said Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 280.66 feet for a common corner of said Lot 21, Block 34 and said Block 27A and for a corner of this tract; Thence, South 88 °42'30" East, with the south boundary of Lots 22 and 23, said Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 401.33 feet for a common comer of said Lot 23, Block 34 and said Block 27A and for a corner of this tract; Thence, North 01 °16'30" East, with the east boundary of said Lot 23, Block 34, same being the north boundary of said Block 27A and of this tract, a distance of 142.15 feet for the beginning of a circular curve to the left whose radius point bears North 07 °41'08" East 506.86 feet and which has a delta angle of 06 °24'38 ", a radius of 506.86 feet, a tangent length of 28.38 feet and an arc length of 56.71 feet; Thence, with said circular curve to the left, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 27A and the north boundary of this tract, an arc length of 56.71 feet for the point of tangency; Thenee, South 88 °44'15" East, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 27A and the north boundary of this tract, at 310.23 feet pass northeast corner of said Block 27A and the northwest corner of Block 41, Island Fairway Estates, Blocks 41-42, a map of which is recorded in Volume 42, Pages 16 and 17, Map Records of Nueces County, Texas and continuing South 88 °44'15" East, with the existing south boundary of Commodore's Cove, a 120 foot wide public roadway, same being the north boundary of said Block 41 and of this tract, in all a total distance of 507.24 feet for the northeast corner of this tract and for the point of curvature of a circular curve to the right which has a delta angle of 90 °00'00 ", a radius of 10.00 feet, a tangent length of 14.14 feet and an arc length of 15.71 feet; S:1 Surveying1388081132011FN38808B201 -PARK DISTRICT A- 75AC.do° Page 2 of 3 Job No. 38808.B201 April 19, 2012 Park District A - 75.119 acres Thence, with said circular curve to the right, with the northerly boundary of said Block 41 and of this tract, an arc length of 15.71 feet to a point on the west boundary of Compass Street, a 60 foot wide public roadway, for the point of tangency; Thence, South 01° 16'30" West, with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 100.00 feet for the point of curvature of a circular curve to the left which has a delta angle of 10 °57'52 ", a radius of 549.81 feet, a tangent length of 52.77 feet and an are length of 105.21 feet; Thence, with said circular curve to the left, with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, an arc length of 105.21 feet for the point of tangency; Thence, South 09 °41'22" East, continuing with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 362.89 feet for the point of curvature of a circular curve to the right which has a delta angle of 10 °51'52 ", a radius of 489.81 feet, a tangent length of 47.01 feet and an arc length of 93.73 feet; Thence, South 01 °16'0" West, continuing with the west boundary of said Compass Street, same being the east boundary of said Block 41 and of this tract, a distance of 291.90 feet for the Point of Beginning and containing 75.119 acres of land, Description prepared from previous recorded plats and not from a current on the ground survey. No monumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 27B, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nueces County, Texas. Unless this freldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEEN Ju J. Salazar, R.P.L. S. License No. 4909 S: 1 Surveyingl388081B2011PW38808B201 -PARK DISTRICT A- 75AC.doc Page 3 of 3 Island Fairway Estates Block 27B Vol. 42 Pigs. 41-42 16 17. Map "Point of Beginning" Padre island-Corpus 7,r Pas 163-165, Map Estates Records of Nueces County, Texas for Bald"ote desanptio" Records of Nueces County, Texas W1116 Ci 'O- N 411 X Ir. 10 E�O cMv 0 Ocn U to C M NO1'16'30"I 142.15' W e 23 0. pin terry '�1 as bow (4.0 • ' 21 Li ‘4?' C) 41 UNE BEARING DISTANCE LI 502'09'30"E 50.57' L2 S01'16'30"W 100.00' L3 509'41'22"E 362.89' L4 S01'16'30"W 291.90' L5 N88'43'30"W 107.28' L6 580'34'30'W 89.00' L7 S09'25'30"E 132.00' L8 580'34'30'W 130.00' L9 S09'25'30"E 312.20' L10 501.16'24'W 236.96' 1,11 S24'32'29"E 314.16' L12 58722'40"E 44.36' r WS.csx14447 /per iu Ci eet 63.69' Block 2 A Padre Island -Corpus Christi Island Fairway Estates Vol. 46, Pgs- 20B-210, Map Records of Nueces County, Texts SN1M tato N04 50'17-E 200.23' Nr do .Reldnotes a 75.119 acre tract of o, ..•,�y tate.. ed the following i Jc tracts of Block 27A, Padre Wand -Corpus (tr'asb Island Fairway Estates, a mop of which is CroNCa tit* "p "" Block in Volume 46. Padre Island -Corpus Cdristi Islanes 208 thru d Foirwoy Estates, Map Records a mop of which ismrecorded Portion of Lot in Volume 1, �ff.Fy me 47. Pages 163 thru 165, Map Records of Nueces County, Texas; L� 9 thru 13. Block 43, Lots 4 and 4 . d' 5. Block 44 and portions of Lots 6, 8 and14, Block 43, portions of Lots 1, 2, 3,6, 7. and 8. Block ea ocry + 44, portions of Maracaibo Drive and Zaraza Drove, Padre bland -Corpus Christi Island Farway Estates, a a q tw +1 6 mop of which b recorded in Volume p 0 42, Pages 10 and 11. Map Records of Nueces County, Texas; Q o 9 ti Bock 26, Padre Island -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40 J o� ` Pages 154 thru 159, Map Records of Nueces County. Texas; Lots 7 thru 14, Block 41. Island Fairway .2 /Estates. a map of which is recorded in Volume 42. Pages 16 and 17, Map Records of Nueces County, 69000'^N re I adsland-Corpus imor Padre Island Drive (State Highway 358) bland Fairway Estates "Point of Commencement' and 4$ for fieEdnote desorption Vol 42, Pgs. 153-154 Map Records of Nueces Cou , Texas Blocks 4511111011111111111.11 75 • 75.119 Acres N05' 19'27"E 711.17' NO2'47'20"E 257.36' dtfilkNeilet- Alb °ak 16 �N, R t/� l�ntl cr47 Padre Island -Corpus Christi Island Fairway Estates Vol. 40, Pgs. 154-159, Map Records of Nueces County, Texas N50'59'09"W 390.56' ?44 ASI tithy CCon3 011r • ,s4p 0 land- said 75.119 acre ba' of Dasmosinas Drive Ma to Ac1 com r Padre Island -Corpus Christi Island Fairway Estates Block 3 Vol. 40, Pgs. 145-146, Map Records of Nueces County, Texas CURVE DELTA ANGLE RADIUS IIANGENT ARC LENGTH C1 18'13'16" 330.00' 52.92' 104.95' C2 6'24'38" 506.85' 28.38' 56.71' C3 90'00'00" 10.00' 10.00' 15.71' C4 10'57'52' 549.81' 52.77' 105.21' C5 10'57'52" 489.81' 47.01' 93.73' 400 0 400 800 GRAPHIC SCALE 1"=400 NIPark District A DATE: Apr. 19, 2012 -- ENGINEERING JONO.: 38808.82.01 r� CORPUS CHRISTI, TEXAS J SHEET: 1 OF 1 x r4£ 2723 s�rer,f,w st, gins rx 78me DRAWN DL __ c V 8as-rrar F {es+-anr ..,ryrr„ ,3..4,,m2ech.gogigsm. L URBA LOCAT1ONMAP OF Marina District, Island Walk District, Park District Park District B and Resort District URBAN' ENGINEERING DATE: APRIL 20, 2012 SCALE: NTS JOB NO.: 38808.02.01 i_. CORPUS CHRISTI, TEXAS SHEET: 1 OF 1 l45- 2725 s.t., adoi ne 7804 DRAWN BY RLG Rime (.I) 55‘,7101 FA7 (361) 854414°1 sms...041011diachsadlregafrEnvicaosingdzuas• URBAN ENGINEERING Park District B STATE OF TEXAS COUNTY OF NTJECES Job. No. 3g808,B201 April 19, 2012 1 ieldnotes for an gun acre tract of land out of the following tracts of land: Block 27A, Padre Island-Corpus Christi Island Fairway Estates; a map of which is recorded in Volume 46, Pages 208 thin 210, Map Records of Nueces County, Texas; Portion of Block 26, Padre Island - Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40, Pages 154 thru 159, .Map Records of Nueces County, Texas; Lots 15 thru 21 and portions of Lots 14, 22 and 23, Block 43, portions of Lots 6 thru 9, Block 43, portions of Maracaibo Drive and Zaraza Drive, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 42, Pages 10 and 11, Map Records of Nueces County, Texas; Portions of Lots 1 tbru 7, Block 33, Padre Island - Corpus. Christi Island Fairway Estates, a. map of which is recorded in Volume 40, Pages 154 thru 159, Map Records of Nueces County, Texas; Beginning at a point on the east boundary of Dasmarinas Drive, a public roadway, for the southwest corner of Lot 11, Block 32, Padre Island - Corpus Christi Island Fairway Estates, a neap of which is recorded in Volume 40, Pages 154 thru 159, Map Records of Nueces County, Texas and for a corner of said Block 27A and of this-tract, Thence, with the common boundary of said Block 27A and said Block 32, same being the west boundary of this tract, as follows: North 81 °54'02" East, a distance of 101.34 feet; South 88 °43'30" East, a distance of 74.22 feet; South 73 °44'29" East, a distance of 74.35 feet for the point of curvature of circular curve to the left which has a.delta angle of 209 °58'02 ", a radius of 170.00 feet, and an arc length of 622,99 feet; Thence, with said circular curve to ,tho left, continuing with the common boundary of said Block 27A and said Block 32, sante being the west boundary of this' tract; an arc length of 622.99 feet for the point of tangency;. Thence, continuing with the common boundary of said Block 27A and said Block 32, saute being the west boundary of this tract, as follows: South 76 °17'29" West, a distance of 74.35 feet; North 88 043`30" West, a distance of 74.22 feet; North 79 °21'02" West, a distance of 101,34 feet to the aforementioned east boundary of Dastnarinas Drive for a common comer of said Block 27A and Lot 1, said Block 32 for a corner oftbis tract; Thence, North 01°16'30" East, with the east boundary of said Dam-wrings Drive, same being the west boundary of said Block 27A and of this tract, a distance of 55.50 feet for a common corner of said Block 27A and Block 31A, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40, Pages 154 thru 159, Map Records of Nueces County, Texas; S:1 Surveyingl388081B201 1FN38808B201 •PARK DISTRICT D- 80AC.doe Page 1 of 5 (361)854 -3101 2725 SWANTNER DR, • CORPUS CHRISTI, TEXAS 78404 PAX (361)854 -6001 www,urbaneng.com TBPE Firm #145 Job No. 38808.8201 April 19, 2012 Park District B - 80,528 acres Thence, North 81 °48'46" East, with the common boundary of said Block 27A and said Block 31A, same being the west boundary of this tract, a distance of 121.65 feet; Thence, North 01 °16'30" East, continuing with the common boundary of said Block 27A and said Block 31A, same being the west boundary of this tract, a distance of 160.00 feet Thence, North 81 °48'46" East, with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, a distance of 121.65 feet; Thence, North 01°16'30" East, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, a distance of 160.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 24 °45'00 ", a radius of 1722.47 feet, a tangent distance of 377.92 feet and an arc length of 744.05 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, an arc length of 744.05 feet for the end of this circular curve to the right and for the beginning of another circular curve to the right which has a delta angle of 15°08'06", a radius of 1435.64 feet, a tangent distance of 190.73 feet and an arc length of 379.23 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Block 31A and said Block 27A, same being the west boundary of this tract, an arc length of 379.23 feet for the point of tangency; Thence, North 41 °09'36" East, continuing with the common boundary of said Block 31A and said Block 27A, sane being the west boundary of this tract, a distance of 57.09 feet to the south boundary of Crown Royal Drive, a 100 foot wide public roadway, for a common comer of said Block 31A and said Block 27A and for a corner of this tract; Thence, South 52 °22'26" East, with the south boundary of said Crown Royal Drive, same being the westerly boundary of said Block 27A and of this tract, a distance of 293.48 feet for a common comer of said Block 27A and Block 30, Padre Island - Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40, Pages 181 and 182, Map Records of Nueces County, Texas sand for a comer of this tract; Thence, with the common boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, as follows: South 37 °37'34" West, a distance of 73.43 feet; South 16 °00'00" West, a distance of 649.00 feet; South 29 °30'00" East, a distance of 400.00 feet; North 85 °00'00" East, a distance of 135.00 feet; North 54 °00'00" East, a distance of 190.00 feet; North 04 °30'00" East, a distance of 220.00 feet; North 31 °20'00" East, a distance of 460.00 feet; North 39 °30'00" West, a distance of 115.00 feet for the beginning of a circular curve to the left whose radius point bears North 39 °30'00" West 100.00 and which has a delta angle of 36 °00'00 ", a radius of 100.00 feet, a tangent distance of 32.49 feet and an arc length of 62.83 feet; S:1 Surveying'388081B2011FN368088201 -PARK DISTRICT B- 80AC.doc Page 2 of 5 Job No. 38808.B201 April 19, 2012 Park District B - 80.528 acres Thence, with circular curve to the left, continuing with the common boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, an arc length of 62.83 feet for corner of this tract Thence, continuing with the common boundary of said Block 27A and said Block 30, same being the westerly boundary of this tract, as follows: South 75 °30'00" East, a distance of 112.17 feet; North 31 °20'00" East, a distance of 235.00 feet; North 23 °18'30" West, a distance of 259.40 feet; North 40 °00'00" East, a distance of 225.00 feet; North 16 °30'00" West, a distance of 220.00 feet; North 38 °30'00" West, a distance of 180.00 feet; North 87 °00'00" West, a distance of 120.00 feet; South 52 °00100" West, a distance of 135.00 feet; South 31 °00'00" West, a distance of 270.00 feet; South 24 °30'00" West, a distance of 250.00 feet; South 37 °37'34" West, a distance of 160.00 feet to the north boundary of said Crown Royal Drive for a common corner of said Block 27A and said Block 30 and for a corner of this tract; Thence, North 52 °22'26" West, with the north boundary of said Crown Royal Drive, same being the westerly boundary of this tract, a distance of 229.43 feet for a common comer of said Block 27A and Block 29, Padre Island - Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 40, Pages 154 thru 159, Map Records of Nueces County, Texas, for a comer of this tract and for the beginning of a circular curve to the left whose radius point bears North 54 °01'30" West 1735.64 feet and which has a delta angle of 09 °57'00 ", a radius of 1735.64 feet, a tangent distance of 151.09 feet and an are length of 301.41 feet; Thence, with said circular curve to the left, along the common boundary of said Block 27A and said Block 29, same being the westerly boundary of this tract, an arc length of 301.41 feet for the end of this curve and for the beginning of another circular curve to the left which has a delta angle of 21 °30'53 ", a radius of 1032.13 feet, a tangent distance of 196.09 feet and an arc length of 387.57 feet; Thence, with said circular curve to the left, continuing along the common boundary of said Block 27A and said Block 29, same being the westerly boundary of this tract, an arc length of 387.57 feet for a common corner of said Block 27A and said Block 29 and for a comer of this tract; Thence, North 85 °29'23" West, continuing along the common boundary of said Block 27A and said Block 29, same being the westerly boundary of this tract, a distance of 120.00 feet to the east boundary of said Dasmarinas Drive for a common corner of said Block 27A and said Block 29, for a corner of this tract and for the beginning of a circular curve to the left whose radius point bears North 85 °29'23" West 912.13 feet, and which has a delta angle of 29 °01'29 ", a radius of 912.13 feet, a tangent distance of 236.10 feet and an arc length of 462.06 feet; Thence, with said circular curve to the left, along the east boundary of said Dasmarinas Drive, same being the westerly boundary of this tract, an arc length of 462.06 feet for the point of tangency and the beginning of another circular curve to the left which has a delta angle of 39 °27'38 ", a radius of 617.67 feet, a tangent distance of 221.53 feet and an arc length of 425.40 feet; S:\ Surveying'388081132011FN38808B201 -PARK DISTRICT B•SOAC.doc Page 3 of 5 , kb No. 38808.B201 April 19, 2012 Park District B - 80.528 acres Thence, with said circular curve to the left, continuing with the east boundary of said Dasmarinas Drive, same being the westerly boundary of said Block 27A and of this tract, an arc length of 425,40 feet for the point of tangency; Thence, North 63 °58'30" West, continuing with the east boundary of said Dasmarinas Drive, same being the westerly boundary of said Block 27A and of this tract, a distance of 515.00 feet for the northwest comer of this tract and for the point of curvature of a circular curve to the right which has a central angle of 89 °59'55 ", a radius of 15.00 feet, a tangent distance of 15.00 feet and an arc length of 23.56 feet; Thence, with said circular curve to the right, with the north boundary of this tract, an arc length of 23.56 feet to a point on the south boundary of proposed 80 foot wide Aquarius Street for the point of tangency; Thence, North 26 °01'30" East, with the south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 290.98 feet for the point of curvature of a circular curve to the right which has a delta angle of 43 °17'02 ", a radius of 330.00 feet, a tangent distance of 130.94 feet and an arc length of 249,30 feet; Thence, with said circular curve to the right, continuing with the south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, an are length of 249.30 feet for the point of tangency; Thence, North 69°18'32" East, with said south boundary of proposed 80 foot wide Aquarius Street, same being the north boundary of this tract, a distance of 385.50 feet for a corner of this tract; Thence, with the northerly boundary of this tract, as follows: South 28 °53'07" East, a distance of 1125.48 feet; South 04 °50'17" West, a distance of 200.23 feet; South 75 021'49" East, a distance of 532.65 feet for the northeast corner of this tract; Thence, with the east boundary of this tract, as follows: South 11 °30'08" East, a distance of 696,00 feet; South 02 °47'20" West, a distance of 257.36 feet; South 05 019'27" West, a distance of 961.17 feet; South 05 °21'25" East, a distance of 163.50 feet; South 20 °11'42" West, a distance of 155,61 feet; South 75 °41'27" West, a distance of 90.76 feet; South 88 °11'47' West, a distance of 260.62 feet; South 13 °56'44" West, a distance of 833.29 feet; South 00 °37'27" West, a distance of 612.84 feet for the southeast comer of this tract; Thence, with the south boundary of this tract, as follows: North 89 °01'05" West, a distance of 270.00 feet; North 00 °58'55" East, a distance of 115.00 feet; North 89°01'05" West, a distance of 70.18 feet for the point of curvature of a circular curve to the right which has a delta angle of 90 °17'35 ", a radius of 160.00 feet, a tangent distance of 160.82 feet and an arc length of 252.15 feet; S:1 Surveyingl38808182011FN3880811201 -PARK DISTRICT B- 80AC,doc Page 4 of 5 Job No. 38808.B201 April 19, 2012 Park District B - 80.528 acres Thence, with said circular curve to the right, continuing with the southerly boundary of this tract, an arc length of 252.15 feet for the point of tangency; Thence, North 01°16'30" East, continuing with the southerly boundary of this tract, a distance of 454.66 feet for the point of curvature of a circular curve to the left which has a delta angle of 90 °00'00 ", a radius of 265.00 feet, a tangent distance of 265.00 feet and an arc length of 416.26 feet; Thence, with said circular curve to the left, continuing with the southerly boundary of this tract, an arc length of 416.26 feet for the point of tangency; Thence, North 88 °43'30" West, continuing with the southerly boundary of this tract, a distance of 320.61 feet to the east boundary of said Dasmarinas Drive for the southwest corner of this tract; Thence, North 01°1.610" East, with the east boundary of said Dasmarinas Drive, same being the west boundary of said Block 27A and of this tract, a distance of 53,13 feet for the Point of Beginning and containing 80.528 acres of land. Description prepared from previous recorded plats and not from a current on the ground survey. No monumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 27B, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING )44 Juan I. Salazar, R.P.L.S. License No. 4909 S:1 Surveying \388O81112o11FN38808B201 -PARK DISTRICT B•8OAC.doe Page 5 of 5 UNE SEARING DISTANCE 1_1 NS1'54'02"E 101.34' L2 588'43'30"E 74.22' L3 573'44'29"E 74.35' L4 576'17'29"W 74.35' 15 N8343'301/1/ 74.22' 1-6 N79'21'02"W 101.34' L7 NO1' 1630"E 55.50' L8 N81'48'46"E 121.65' 19 N01' 16'30"E 160.00' L10 N41'09'36'E 57.09' L11 552'22'26"E 293.48' 1.12 537-37'34"W 73.43' L13 S16'00'00' 1 649.00' L14 529'30'00"E 400.00' 115 N8500'00"E 135.00' 116 N54'00'00'8 190.00' 117 N04'30'00"E 220.00' 118 N31620 '00"E 460.00' 119 N39'30'00"W 115.00' 120 S75'30'001 112.17' L21 N31 -2000"E 235.00' L22 142518'30"W 259.40' L23 N40'00'00"E 225.00' 1.24 N 16'30'00'W 220.00' 125 N3530'00"W 180.00' 126 N87"00'0O"W 120.00' L27 552'00'00"W 135.00 1.28 531'00'00"W 270.00' 1.29 524'30'00W 250.00' L30 537.37'34'W 160.00' L31 N52'22'26' W 229.43' L32 N8529'23"W 120.00' 133 N6558'30"W 515.00' 1_34 N26'01'30'E 290.98' 135 N69'18'32"E 385.50' L47 500'37'27"W 612.84' URVE DELTA ANGLE 209'58'02" 24'45'00" Lot 1 Block 27B Block 27A Padre Island -Corpus Christi Island Fairway Estates Vol. 46, Pgs. 206.-210, M.R.N.C.T. S02.47'20"W S0521'25"E 257.36' 163.50' 050519127"W 961.17' S20' 11'42"W 155.61' C4 7. u) Nat cncn t' J Nv 1508 06" 36'00'00" 09'57'00" 21'30'53" 89'59'55" 43'17'02" 90'17'35" 90'00'00" TANGENT 377.92' 1435.64' 190.73' 100.00' 32.49' 1735.64' 151.09' 1032.13' 196.09' 15.00' 15.00' 3.30.00' 130.94' 160.00' 150.82' 265.00' 265.00' S7541'27"W 90.76' 13'56.44 SO4 50'7 7"W 200.23' L17 Padre Island -Corpus Christi Island Fairway Estates Vol. 40. Pgs. 154-159, Map Records of Nueces Coon , Texas to =39'27'38" R=617.67' c T=221.53' ,c° L=425.40' Fti g Sitee X400 0 400 GRAPHIC SCALE 1"= 400 tj 11.1.140 D =29'01'29 R=912.13' Ow T=236.10' L=462.06' v9 oa17/4> °C3 80.528 Acres ,15.00 O�n�O4 C2 L48 N89'01'05"W 149 NO0'S8'55"E 1,50 N89'01'OS"W 70.18' L51 N01'16'30'8 454.66' L52 N88'43'30"W 320.61' L53 N01'16'30"E 53.13' Map to Accompany Padre Island -Corpus Island Foilrway Fieldnotes for an 80.528 acre tract of kind out of the following triacb of land: Vol. 40, Pgs, 154-1 Block 27A, Padre Wand -Corpus Christi Island Fairway Estates, a map of which Records of Nueces Cou is recorded in Volume 46, Pages 206 thru 210, Mop Records of Nueces County, Texae; Portion of Block 26, Padre blond -Corpus Christi blond Fairway Estates. a map of which Es recorded in Volume 40, Pages 154 thru 159, Mop Records 60001 Nuecee County, Teams: Lots 15 thru 21 and portions of Lots 14, 22 and 23. Blade 43. portions of Lots 6 thru 9. Flock 43, portions of Maracaibo Drive and Zaraza Drive, Padre Island -Corpus Christi bland Fairway Estates, a map of which is recorded in Volume 42, Pages 10 and 11, Map Records of Nueces County. Texas; and Portions of Lots 1 thru 7, Block 33, Padre Island -Corpus Christi Island Fairway Estates, a map of which a recorded in Volume 40, Pages 154 thru 159, Map Records of Nueces County. Texas C1 ARC LENGTH 622.99' 744.05' 379.23' 62.83' 301.41' 387.57' 23.56' 249.30' 252.15' 416.26' bon ChannI Podre Island -Corpus Christi Island Fairway Estates Block 3 Vol. 40, Pgs. 145-146. Map Records of Nueces County, Texas 533.29. L47 Block 27A Padre Island -Corpus Christi Island Fairway Estates Vol. 46, Pgs. 208-210, Map Records of Nueces County, Texas C10 L51 :, tali 01191:15 sot , nve r ESS es~ �� my TB%aS F fi td of d cnp6on 5 L49 L50 3 Dasmarinas Drive 9, MOP 'Poiret of Beginning" or ren e es TdFk DiS,___ District D URBAN` r p (� Ll7 1C ce9 27 6 DATE: Apr. 19,2012 SCALE: 1"=400' ENGINEERING JOB NO.: 38808.B2.01 CORPUS CHRISTI, TEXAS DSHEEWN T: 1BY" OEDL 1 RA Fim #6 145 2 0t85 lx 78404 PfX11E? (361) 812551-JW1 FAX 1361) 85 4-6001 SLW�nwASaA'i�� M LOCATION MAP OF Marina District, Island Walk District, Park District A. Park District B and Resort District URBAN' DATE: APRIL 20, 2012 ENGINEERING SCALE: NTS JOB NO.: 38808.82.01 SHEET: 1 OF 1 Ran Ma 145. 2725 Sanninee SL. Capus coArtz 7A' 7845i DRAWN BY: RLG Rae Oa) 55-5701 FAX. (61) 854-6°C7 4l91,4902.4421260MSMOKEII412110741495211 RBAN ENGINEERING Island Walk District STATE, OF TEXAS COUNTY OF NUECES Job No. 38808,B201 April 18, 2012 Fieldnotes fora 94.628 acre tract of land; said 94.628 acre tract being comprised of the following tracts: a portion of Block 27A, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 thru 210, Map. Records of Nueces County, Texas; a portion of Lot 1, Block 27B, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 47, Pages 163 tbru 165, Map Records of Nueces County, Texas; all of Lots 13 through 28 and Lot 15, Black 45, Padre Island -- Corpus Christi, Island Fairway Estates, Blocks 45 and 46, a map of which is recorded m Volume 42, Pages 153 through 154, Map Records of Nueces County, Texas; all of Lots 4 and 5, Block 3, Padre Island - Corpus Christi Island d- Fairway Estates, Block 3 a map of which is recorded in Volurne 40, Pages 145 through 14.6, Map Records of Nueees County, Texas; all of Lots 1 through 5, Block 40, Lots 1 through 10, Block 39, Lots 1 through 11, Block 38, Lots 1 through 18, Block 37, Lots 1 through 3, 8 through 13, portions of Lots 4 through 7, Block 33, portion of Tre'sor Drive, Steed Drive and Calypso Drive, all as Shown on the recorded plat of Padre: Island - Corpus Christi, Island Fairway Estates, a. map of which is recorded in Volume 41, Pages 128 through 129, Map Records of Nueces County, Texas, Beginning at:a point (no monumenlation found or set) on the west boundary of Padre Island Drive (State Highway 358-) for the northeast comer of Block 46, Padre Island-Corpus Christi Island Fairway Estates, a ;nap of which is recorded in Volume 42, Pages 153 and 154, Map Records of Nueces County, Texas, for the southeast corner of said Block 27A, and for the a. corner of this tract; Thence North 88 °43'30" West, with the common boundary of said Block 27A and said Block 46, same being the east boundary of this tract, a distance of 262.59 feet for the point of curvature (no iltonumentation found or set) of a circular curve turning to the left which has a delta angle of 61°00'00", a radius of 254.65 feet, a tangent length of 150.00 feet, and an are length of 271,11 feet;. Thence, with said circular curve to the left, continuing with said centurion boundary of said Block 27A and. said Block 46, same being the east boundary of this tract, an are length of 271,.1.1 feet for the point of tangency (no rnoihutuentation found of set); Thence, South 30°16'30" West, continuing with said common boundary of said Block 27A and said Block 46, same being the east boundary of this tract, a distance of 258.55 feet for a corner of this tract; Tlience,. South 59 °43'30" East, with the common boundary of Lots 12 and 13, said Block 46, same being the easterly boundary of this tract, a distance of 380.00 feet to the west boundary of Nemo Court, a public roadway, for a common comer of said Lots 12 and 13 and for a corner of this tract; Thence, with the west boundary of said Nemo Street, same being the easterly boundary of this tract, as follows: South 30 °16'30" West, a distance of 695.87 feet; South 75 °16'22" West, a distance of 28.29 feet; South 30 °16130" West, a distance of 100.00 feet; South 5943'30" East, a distance of 110;00 feet to the east boundary of said Nemo Court; Thence, North 30°16'30" East, with the east boundary of said Nemo Court, same being the easterly boundary of this tract, a distance of 46.01 feet for a common corder of Lots 15 and 16, Block 45, Padre Island - Corpus Christi Island Fairway Estates and for a corner of this tract; S:1Survoyiug\ 38808 4B2014FN38808B201- ISI..AN1a WALK DISTRICT-94AC.doe (361)854 -3101 Page 1 of 3 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854-.6001 www.urbaneng,com 1BPE" Firm #145 Job No, 38808.B201 April 19, 2012 Island Wails District -- 94.628 acres Thence, South 59 °43'30" East, with the common boundary of said Lots 15 and 16, saute being the easterly boundary of this tract, a distance of 120,00 feet; Thence, South 32°1243" East, continuing with the common boundary of said Lots 15 and 16, same being the easterly boundary of this tract, a distance of 165.81 feet; Thence, South 01 °16'30" West, continuing with the common boundary of said Lots 15 and 16, same being the easterly boundary of this tract, a distance of 155.00 feet to the center of an existing Navigation Channel for a comer of this tract; Thence, North 88 °43'30" West, along the center of said Navigation channel, same being the easterly boundary of this tract, a distance of 423.58 feet for the point of curvature of a circular curve to the left which has a delta angle of 90 °00'00 ", a radius of 140.00 feet, a tangent length of 140.00 feet and an arc length of 219.91 feet; Thence, with circular curve to the left, continuing along the center of said Navigation channel, same being the easterly boundary of this tract, an arc length of 219.91 feet for the point of tangency; Thence, South 01 °16'30" West, continuing along the center of said Navigation channel, same being the easterly boundary of this tract, a distance of 645.00 feet to the north boundary of Whitecap Boulevard, a public roadway, for the southeast comer of this tract; Thence, North 88 °43'30" West, with the north boundary of said Whitecap Boulevard, same being the south boundary of this tract, a distance of 1915.00 feet to the intersection of said north boundary of Whitecap Boulevard with the east boundary of Dasmarinas Drive, a public roadway, for the southwest corner of this tract; Thence, North 01 °16'30" East, with the east boundary of said Dasmarinas Drive, same being the west boundary of this tract, a distance of 470.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 08 °03'24 ", a radius of 2637.98 feet, a tangent distance of 185.78 feet and an arc Iength of 370.94 feet; Thence, with said circular curve to the right, continuing with the east boundary of said Dasmarinas Drive, same being the west boundary of this tract, an arc length of 370.94 feet for the point of reverse curve of a circular curve to the left which has a delta angle of 08 °02'56 ", a radius of 2430.34 feet, a tangent distance of 170.99 feet and an arc length of 341.41 feet; Thence, with said circular curve to the left, continuing with the east boundary of said Dasmarinas Drive, same being the west boundary of this tract, an arc length of 341.41 feet for the point of tangency; Thence, North 01 °16'30" East, continuing with the east boundary of said Dasmarinas Drive, same being the west boundary of this tract, a distance of 319.88 feet for a corner of this tract; Thence, with the westerly boundary of this tract, as follows: South 88 °43'30" East, a distance of 320.61 feet for the point of curvature of a of circular curve to the right which has a delta angle of 90 °00'00 ", a radius of 265.00 feet, a tangent distance of 265.00 feet and an arc length of 416.26 feet; Thence, with circular curve to the right, continuing with the westerly boundary of this tract, an arc length of 416.26 feet for the point of tangency; S:1 Surveying \38808182011FN38808B201 - ISLAND WALK DISTRICT- 94AC.doc Page of 3 rob No. 38808.B201 April 19, 2012 Island Walk District — 94.628 acres Thence, South 01°16'30" West, continuing with the westerly boundary of this tract, a distance of 454.66 feet for the point of curvature of a of a circular curve to the leis which has a delta angle of 90°17'35", a radius of 160.00 feet, a tangent distance of 160.82 feet and an arc length of 252.15 feet; Thence, with said circular curve to the Left, continuing with the westerly boundary of this tract, an arc length of 252.15 feet for the point of tangency; Thence, continuing with the west boundary of this tract, as follows: South 89 °01'05" East, a distance of 70.18 feet; South 00 °58'55" West, a distance of 115.00 feet; South 89 °01'05" East, a distance of 270.00 feet; North 00 °37'27" East, a distance of 612.84 feet; North 13 °56'44" East, a distance of 833.29 feet; North 88 °11'47" East, a distance of 260.62 feet; North 75 °41'27" East, a distance of 90.76 feet; North 20°11'42" East, a distance of 155.61 feet; North 05 °21'25" West, a distance of 163.50 feet; North 05 °19'27" East, a distance of 250.00 feet for the northwest corner of this tract Thence, South 50 °59'09" East, with the north boundary of this tract, a distance of 360.56 feet; Thence, North 58 °23'41" East, continuing with the north boundary of this tract, a distance of 147,91 feet; Thence, North 17 °02'40" East, continuing with the north boundary of this tract, a distance of 1350.00 feet; Thence, with the westerly boundary of Lots 1, 2 and 3, Block 27B, Padre Island•Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 47, Pages 163 thru 165, Map Records of Nueces County, Texas, same being the easterly boundary of said Black 27A and the northerly boundary of this tract, as follows: South 87 °22'40" East, a distance of 60.36 feet; South 17 °42'39" East, a distance of 285.11 feet; South 47°11'01" East, a distance of 288,22 feet to the west boundary of aforementioned South Padre Island Drive for the southeast comer of said Lot 3, Block 27B, for a comer of said Block 27A and for the northeast corner of this tract; Thence, South 01°16'30" West, with the west boundary of said Padre Island Drive, same being the east boundary of said Block 27A and of this tract, a distance of 831.78 feet for the Point of Beginning and containing 94.628 acres of land. Description prepared from previous recorded plats and not from a current on the ground survey. No monumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Block 27A & 278, Padre Island- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 46, Pages 208 tbxu 210, Map Records of Nueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy, S: 1Surveying1388081B2011F438808B201- ISLAND WALK ENG ERIN r �( , . • J .u'. P.L.S. License No. 4909 Page 3 of 3 400 Padre Island -Corpus Christi Island Fairway Estates Vol. 47, Pgs. 163-165, Mop Records of Ifueces County, Texas 400 800 Block 278, GRAPHIC SOLE 61 MEI 22®i:°mmJicte1675P :© Lot 3 Block 27B Padre Island Drive (State Highway 358) "Point of inning for fieldnote descriptio 11100m001I S01'16'30"W 831.78' Padre Island -Corpus Christi Island Fairway Estates Blocks 45 and 46 Vol. 42, Pgs. 153-154, Map Records of Nueces Coun Texas 111111113:1 14 C1 LINE BEARING DISTANCE L1 58722'40"E 60.36' 12 51742'39"E 285.11' L3 94711'01"E 288.22' L5 N88'43'30"W 262.59' L6 530'16'30'W 258.55' 1.7 559'43'30"E 380.00' L9 575'16'22"W 28.29' 110 930'16'30"W 100.00' L11 559'43'30'E 110.00' L12 .N30'16'30'6 45.01' Block 27A Padre Island -Corpus Christi Island Fairway Estates Vol. 46, Pgs. 208-210, Map Records of Nueces County. Texas L10 4 94.628 Acres 155642+£ ' 83329, L26 Padre blind -Carpo Christi bland RFFaairway Estates VoL 40,Records of Name.- 4 ane Mop Reo Carly, Taxes N05' 19'27"E 250.00' N05"21'25"W 163.50' A41 SireA dive let& Matchline "A" rn 0 ry rn C5 ❑ • a) .0401 vommiammom 18 3tI. i• r Derive' nve ? or 1 8 rii- 7 g 4 h 7 r Orn «= L20 A sin 6 0 5 C4 N01"16'30"E 470.08' Dasmannas Drive L22 C6 L24 L23 ck 41 46 Of 42 � 2 \ \ i� N eco; 1,7�ates Map to Accompany Co NCO CO N� (*1 14 Block 3 C2 N75'41'27"E 90.76' Padre Island -Corpus Christi Island Fairway Estates Block 3 Vol. 40, Pgs. 145-146, Map Records of Nueces County, Texas Nl3.ss,44 FieJdnotes for a 94.628 acre tract of land; said 94.628 acre tract being comprised of the following tracts a portion of Block 27A, Padre Island -Corpus Christi bland Fairway Estates, o map of which is recorded in Volume 46, Pages 208 thru 210, Map Records of Nueces County, Texas; a portion of Lot 1, Block 27B. Padre Island -Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 47, Poges 163 thru 165. Map Records of Nueces County. Texas; aA of Lots 13 through 28 and Lot 15, Block 45. Padre island - Corpus Christi, Island Fairway Estates, Blocks 45 and 46. a map of which is recorded in Volume 42. Pages 153 through 154. Map Records of Nueces County, Texas; all of Lots 4 and 5, Block 3, Padre Island - Corpus Christi Island Fairway Estates, Block 3. a mop of which is recorded in Volume 40, Pages 145 through 146. Mop Records of Nueces County. Texas; all of Lots 1 through 5, Block 40, Lots 1 through 10. Block 39, Lots 1 through 11. Block 38. Lots 1 through 18, Block 37, Lots 1 through 3, 8 through 13. portions of Lots 4 through 7, Block 33, portion of Tre'sor Drive, Steed Drive and Calypso Drive, all os shown on the recorded plat of Padre Island - Corpus Christi, Island Fairway Estates, a map of which is recorded in Volume 41, Pages 128 through 129, Map ric..o.d., of Nueces County, Texas. 8332 U6 L13 959'43'30"E 120.00' L14 9321 2'43"E 165.51' 1.15 501.16'30'w [55.00' L16 N88'43'30'W 423.58' 1.20 _ NOV 16'30"E 319.88' 121 588'43'30"E 320.61' L22 501'16'30"W 454.66' L23 589'01'05'E 70.18' L24 500'58'551w 115.00' 125 589'01.05"E 270.00' 1.26 N00'37'27"E 612.84' Padre Island -Corpus bland Fairway e Estats 40 VaL 183-154,Blaels 45 Map Records of Ka= Comb•, Texas S01'16'30"W 645.00 5 Matchliine A" O r<i rn CURVE DELTA ANGLE RADIUS TANGENT ARC LENGTH C1 61'00'00" 254.65' 150.00' 27111' C2 90'00'00" 140.00' 140.00' 219.91' C3 08'03'24" 2637.98' 185.78' 370.94' C4 08'02'56" 2430.34' 170.99' 341.41' 05 90'00'00" 265.00' 265.00' 416.26' C6 90'17'35" 150.00' 160.82' 252.15' Island Walk District DATE: Apr. 19, 2012 U R B A N' JOBB NO : 3 808.62.01 ENGINEERING SHEET: 1 OF 1 colmus I:E4R1S11, TEXAS f DRAWN BY: DL l'„n are 0 a' ,V -05 7,14r 0i w Marina District • •1 Island Wolk ri • LOCATIONMA.P OF Marina District, Island Walk District, Park District A, Park District B and Resort District U R B A N' DATE APRIL 20. 2012 ENGINEERING p;:38808.B2.01 CORPUS CHRISTI, TEXAS / SHEET 1 OF 1 , rar .2725 S .ww sec cr ab rx maws DRAWN BY RIG Remi OW 854 -.nm Far [567) ass-5tnt a88arag=21 URBAN ENGINEERING Resort District STATE OF TEXAS COUNTY OF NUECES Job No. 38808,B201 April 18, 2012 Fieldnotes for a 231;899 acre tract of laud (not based on an on the ground survey) out of Padre Island- Corpus Christi Cotninodare's Cove Unit Two, a.map of which is recorded in Volume 38, Pages 36 through 44, Map Records ofNueces County, Texas, out of Block 22-R, Padre Island -- Corpus Christi Island Fairway Estates, a map of which is recorded in Volume 48, Page. 19, Map: Records of Nucces County, Texas, out of island Fairway Estates, Blocks 34, 35 and 36, a map of which is recorded in Volume >40, Pages 183 and 184, Map °Records . of Nueces County, Texas, and out of Padre Island -- Corpus Christi, Island Fairway Estates, Blocks 43 and 44, a map of which is recorded in. Volume 42, Pages 10. and 11, Map Records of Nueces County, Texas; said 231.899 acre tract being more fully described as follows; >Regintiing at the southwest subdivision corner of said Padre island- Corpus Cluisti Commodore's Cove Unit Two for the southwest corner of this tract; Thence, North 26 °27114" East, along the west boundary of said of Padre island- Corpus Christi Commodore's Cove Unit Two, same being the west boundary of this tract, a distance of 1942.87 feet for the beginning of fi circular curve to the left whose radius point bears North 09 °28'56" East 1699.66 feet and which has a delta angle of 102'05'17 ", a radius of 1699.66 feet', a tangent length of 2102.20 feet and an arc length of 3028.40 feet; Thence, with said circular curve to .tile Ieft, leaving said west subdivision boundary and continuing along the west boundary of this tract, an are length of 3028.40 feet to the common boundary of said Padre Island - Corpus Christi Commodore's Cove Unit Two and of Padre island - Corpus Christi Commodore's Cove Uiiit One, a map of which is recorded in Volume 38, Pages 34 and 35, Map Records. of Nueces County, Texas for the end of this circular curve to the left and for the northwest corner of this tract, Thence, North 81 °29'51" East, with the common boundary of said Coioinodore's Cove Unit One and said Commodore's Cove Unit Two, sante being the north boundary of this tract, a distance of 33.16 feet; Thence, North 08 °30'00" West, continuing with the common boundary of said Commodore's Cove Unit One and said Cornmodore's .Cove Unit Two, same being the north boundary of this tract, a distance of :15.00 feet; Thence, North 81 °30'00" East, . continuing with the common boundary of said Commodore's Cove Unit One and said Connnodore's Cove Unit Two, same.being the north boundary of this tract, a distance of 605.00 feet for the beginning of circular curve to the right whose radius point bears South 08 °35'51" Fast 165,54 feet and which has a delta angle of 3440'03 ", with a radius of 165.54 feet, a tangent distance of 51.67 feet and an arc length of 100.16 feet; Thence, with said circular curve to the right, continuing with the common boundary of said Commodore's Cove Unit One and said Commodore's .Cove Unit. Two, same being the north boundary of this tract, an arc length of 100.16 feet for the end of this circular curve to the right; Thence, South 63 °58'30" East, continuing with the connnon boundary of said Commodore's Cove Unit One and said Commodore's Cove Unit Two, same being the north boundary of this tract, a distance of 300.02 feet to the south boundary of Dragonet Street, a 50 foot wide public roadway, for a corner of this tract; S: ISurveying13880818201WN38808i3201- RESORT T)ISTRIC:'i'- 231I1,C.doe Page 1 of 3 (361)854 -3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854 -6001 www,urbaneng,com TBPE Firm #145 Job No. 38808.B201 April 18, 2012 Resort District - 231.899 acre tract Thence, South 26 °01'30" West, leaving said common boundary and continuing along said south boundary of Dragonet Street, same being the north boundary of this tract, a distance of 165.00 feet to the east boundary of Bello Drive, a 50 foot wide public roadway, for a corner of this tract; Thence, South 63 °58'30" East, with the east boundary of said Bello Drive, same being the north boundary of this tract, a distance of 355.00 feet to the east boundary of Aquarius Street, a 60 foot wide public roadway, for a comer of this tract; Thence, North 26 °01'30" East, with the east boundary of said Aquarius Street, same being the northerly boundary of this tract, a distance of 155.00 feet for the point of curvature of a circular curve to the right which has a delta angle of 90 °00'00 ", with a radius of 10.00 feet, a tangent distance of 10.00 feet and an are length of 15.71 feet; Thence, with said circular curve to the right, an arc length of 15.71 feet for the point of tangency on the southerly boundary of Commodore's Drive, an 80 foot wide public roadway; Thence, South 63 °58'30" East, with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, a distance of 512.27 feet for the point of curvature of circular curve to the right which has a delta angle of 44 °19'25 ", a radius of 377.25 feet, a tangent distance of 153.66 feet and an arc length of 291.84 feet; Thence, with said circular curve to the right, continuing with the south boundary of Commodore's Drive, same being the north boundary of this tract, an arc length of 291,84 feet; Thence, South 19 °13'30" East, continuing with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, a distance of 991.20 feet for the point of curvature of circular curve to the left which has a delta angle of 10 °15'33 ", with a radius of 506.86 feet, a tangent distance of 45.50 feet and an arc length of 90,76 feet; Thence, with said circular curve to the left, continuing with the southerly boundary of said Commodore's Drive, same being the north boundary of this tract, an arc length of 90.76 feet for the end of this circular curve to the left, for the northeast corner of this tract and for the beginning of a reverse curve turning to the right which has a delta angle of 86 °57'28 ", with a radius of 20.00 feet, a tangent distance of 18.97 feet and an arc length of 30.35 feet; Thence, with said circular curve to the right, an arc length of 30.35 feet for the point of tangency on the west boundary of proposed Aquarius Street and for the beginning of another circular curve to the right which has a delta angle of 30 °21'53 ", with a radius of 139.50 feet, a tangent distance of 37.86 feet and an arc length of 73.93 feet; Thence, South 87 °50'30" West, with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, a distance of 153.62 feet for the point of curvature of circular curve to the left which has a delta angle of 18 °31'58 ", with a radius of 410.00 feet, a tangent distance of 66,89 feet and an arc length of 132.62 feet; Thence, South 69 °18'32" West, continuing with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, a distance of 1070,11 feet to the point of curvature of a circular curve to the left which has a delta angle of 30 °31'02 ", with a radius of 410.00 feet, a tangent distance of 111.84 feet and an arc length of 218.38 feet; Thence, with said circular curve to the left, continuing with said west boundary of proposed Aquarius Street, same being the east boundary of this tract, an are length of 218.38 feet to the west boundary of existing Aquarius Street for a corner of this tract; Thence, South 26 °01'30° West, with the west boundary of said existing Aquarius Street, a distance of 1456.54 feet to the intersection of said west boundary of Aquarius Street with the south boundary of Ludo Drive, 50 foot wide public roadway, for the southeast corner of this tract; S;1 Surveying1388081B2011FN38808B201- RESORT DISTRICT- 231AC,doc Page 2 of 3 Job No. 38808.B201 April 18, 2012 Resort District - 231.899 acre tract Thence, North 63 °58'30" West, with the south boundary of said Lucio Drive, same being the common boundary of said Commodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, a map of which is recorded in Volume 65, Pages 87 and 88, Map Records of Nueces County, Texas and same being the south boundary of this tract, a distance of 220.13 feet to a circular curve to the left which has a delta angle of 26 °27'16 ", with a radius of 230.26 feet, a tangent distance of 54.12 feet and an arc length of 106.32 feet; Thence, with circular curve to the left, continuing with said common boundary of said Conunodore's Cove Unit Two and Commodore's Pointe P.U.D 2 Unit 2, same being the south boundary of Lucio Street and of this tract, an arc length of 106.32 feet for the point of tangency; Thence, South 89 °34'14" West, continuing with said common boundary of said Commodore's Cove Unit Two and Conunodore's Pointe P.U.D 2 Unit 2, same being the south boundary of Lucio Street and of this tract, a distance of 474.00 feet for the northwest corner of said Commodore's Pointe P.U.D 2 Unit 2 and for a corner dais tract; Thence, South 00 °25'46" East, with the west boundary of said Commodore's Pointe P.U.D 2 Unit 2, same being the southerly boundary of this tract, a distance of 135.00 feet for a corner of said Commodore's Pointe P.U.D 2 Unit 2 and of this tract; Thence, South 89 °34'14" West, continuing with the southerly boundary of this tract, a distance of 263.50 feet; Thence, South 54 °01'30" West, continuing with the southerly boundary of this tract, a distance of 162.50 feet; Thence, South 26 °01'30" West, continuing with the southerly boundary of this tract, a distance of 413.09 feet; Thence, North 63 °58'30" West, continuing with the southerly boundary of this tract, a distance of 135.98 feet; Thence, South 26 °01'30" West, continuing with the southerly boundary of this tract, a distance of 252.75 feet; Thence, North 63 °32'46" West, continuing with the southerly boundary of this tract, a distance of 1590.75 feet to the Point of Beginning and containing 231.899 acres of land. Description prepared from recorded plats and previous surveys and not a current on the ground survey. No monumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Padre Island- Corpus Christi Commodore's Cove Unit Two, a map of which is recorded in Volume 38, Pages 36 thru 44, Map Records of Nueces County, Texas, Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING S Juan J. Salazar, R.P.L.S. License No. 4909 S:1 Surveying1388081B201 1FN3880813201- RESORT DISTRICT- 231AC.doc Page 3 of 3 'Point ofRegvmig !/ N26'27'14"E 1942.87 pmt 5 9.°605 E 15 �•x I0 m L15 ,de" 7 7 231.899 Acres -6 LINE BEARING DISTANCE Li N81'29'51 "E 33.16' L2 N08'30'00"W 15.00' L3 563'58'30"E 300.02' L4 526'01'30"W 165.00' L5 563'58'30"E 355.00' L6 N26'01'30"E 155.00' L7 587'50'30"W 153.62' L8 N63'58'30"W 220.13' L9 S89'34'14"W 474.00' L10 S00'25'46"E 135.00' L11 S89'34'14'W 263.50' L12 S54'01'30'W 162.50' L13 S26'01'30"W 413.09' L14 N63'58'30'W 135.98' L15 526'01'30"W 252.75' 900 600 300 0 600 1200 1"=600' 010 Q` nIN Map to Accompany 51," Fieldnotes for a 231.899 acre tract of land (not based on an on the MID ground survey) out of Padre Island -Corpus Christi Commodore's Cove IOD Unit Two, a map of which is recorded in Volume 38. Pages 36 through 44, Mop Records of Nueces County, Texas, out of Black 22-R, Padre Island d Cin Volume a isti48, island Fainvay Estates, a map of which is Page 19, Records or NNueces County, recorded in Volume 48, Toms, out of Island Fairway Estates, Blocks 34, 35 and 36, a map of which is recorded in Volume 40, Pages 183 and 184, Map Records of Nueces County. Texas, and out of Podre Island - Corpus Christ, Island Fairway 42,esPages Blocks 10 43 3 and 44, a map of which is recorded in Map Records of Nueces County, Texas S26'01'30"W 1456:54` • CURVE DELTA ANGLE ARC LENGTH RADIUS TANGENT 01 '102'05'17" 3028.40' 1699.66' 2102.20' C2 34'40'03" 100.16' 165.54' 51.67' 03 44'19'25" 291.84' 377.25' 153.66' 04 10'15'33" 90.76' 506.86' 45.50' C5 86'57'28" 30.35' 20.00' 18.97' 06 30'21'53" 73.93' 139.50' 37.86' C7 18'31'58" 132.62' 410.00' 66.89' C8 30'31'02" 218.38' 410.00' 111.84' C9 26'27'16" 106.32' 230.26' 54.'12' C10 90'00'00" 15.71' 10.00' 10.00' 4 5 Resort District U DATE APRIL 19. 2012 L06 NO.: 38808.82.01 ENGINEERING SCALE: 11.600' CORPUS CHRISTI, TEXAS SHEET: SHEET 1 OF 1 ear 2725 s cat se, c a, 12" 'era DRAWN BY: RLG > (351)85f-370 car (.st) 857-47m1 $.tanaAinB4lii1abrablIPMEIHrginy:oas9,r Marina District —PADRE—ELAND DRIVE Island Walk LOCATIONMAP OF Marina District, Island Walk District, Park District A, Park District 8 and Resort District U R B A I I' DATE APRIL 20. 2012 ENGINEERING SCALE: NTS .82.01 CORPUS CHRISTI. TEXAS / SHEET: 1 OF 1 r, n xa 14..S ms.s.n°'m" sx. co Pur Otha 78,04 DRAWN BY: RLG Fffare PRI 85$-.3151Far fxrl asf-ccs . agsxxer►� STATE OF TEXAS COUNTY OF NUECES DAN ENGINEERING Marina District J Job No. 38808.B200 April 18, 2012 Fieldnotes for a 91.587 acre tract of land; said 91.587 acre tract being out of the following tracts: .a 23.07 acre tract, an 85.22 acre tract and a 49.89 acre tract out of Padre Island Number 1, as shown on the vacating plat of Padre Island - Corpus Christi. Section H Unit 1 and Portions of Padre Island. No. 1, a map of which is recorded in Volume 52, Pages 6.0 through 62, Map Records of Nueces. County, Texas, and out of a portion of a 224.923 acre tract of land out of Tracts C and D, Padre Island No; 1; said 91.587 acre tract being more fully described by metes and bounds as follows: Beginning at a point (no monumentation found or set) on the east boundary of Padre Island Drive (State Highway 358) for the southwest corner of this tract, from which point of beginning, the southwest corner of Lot 19A, Block. 22, Padre Island Number 1, a map of which is recorded in Volume 13, Pages 1 through 8, Map Records of Nueces County, Texas, same being the intersection of the north boundary of Whitecap Boulevard, public roadway, with the east boundary of said Padre Island Drive (State .Highway 358) bears South 01'16'30" West, "a distance of 1337.62 feet; Thence, North 01 °16'30" East, along said east boundary of Padre Island Drive (State Highway 358), a distance of 3362,00 feet for the northwest corner (no monumentation found or set) ofthis tract; Thence, South 88 °43'.30" East; along the north boundary of this tract, a distance of 690,52 feet for the northeast. corner (no monumentation found or set) of this tract; Thence, along the east boundary of this tract as follows: South 52 °51'59" East, a distance of 478,97 feet; South 01 °1.5'15" West, a distance of 350.00 feet; South 43 °44'45" East, a distance of 680.00 feet;. South 01°15'15" West, a distance of 700.00 feet; South 46°15'15" West, a distance of 741.52 feet; South 01°15'15" West, a distance of 8.0.1.04 feet for the southeast corner no monumentation found or set) of this tract; Thence, along the south boundary of this tract, same being the northerly boundary of Padre Island — Corpus Christi, Cane Harbor Bay, a map of which is recorded in Volume 49, Pages 5 and 6, Map Records. of Nueces County, Texas as follows: North 65 °19'19" West, a distance of 188.29 feet; South 73 °40'26" West, a distance of 170.00 feet; S:1Su veying\388081B2011FN388088201- MARINA.- 91AC.doe Page 1 oft (361.)854 -3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 FAX (361)854 -6001 www,urboneng,com TBPE Firm #145 Job No. 38803.B201 April 18, 2012 Marina District — 91.587 Acres South 25 °22'02" West, a distance of 261.52 feet; Thence, North 89 °40'25" West, a distance of 594.73 feet to the Point of Beginning and containing 91.587 acres of land. Description prepared from previous surveys and not a current on the ground survey. No monumentation was found or set at property corners unless otherwise noted. Bearings based on the recorded plat of Padre Island Number 1, a map of which is recorded in Volume 13, Pages 1 through 8, Map Records ofNueces County, Texas. Unless this fieldnotes description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. URBAN ENGINEERING Aditia-t Juan J. Salazar, R.P.L.S, License No. 4909 S:1Surveying'388481B201 FN388088201- MARINA•41AC,doc Page 2 oft 224.923 Acres aut of Tracts C and D, Padre Island No. 1 S0r15'15"W 350.00' m 0 M Ea cn S01`15'15"W 700. 91.587 Acres Vacating Plat of Padre Island — Corpus Christi Section H Unit 1 and Portions of Padre Island No. 1 Vol. 52, Pgs. 60-62, Map Records of Nueces County, Texas N01' 16'30"E 3362.00' Padre Island Drive (State Highway 358) Map to Accompany Vacating Plat of Padre Island — Corpus Christi Section H Unit 1 and Portions of Padre Island No. 1 Vol. 52, Pgs. 60-62, Map Records of Nueces County, Texas S01' 15' 15"W 801.04' N65'19'19"W 188.29' S73'40'26"W 170.00' 625'22'02"W 261.52' Fieldnotes for a 91.592 acre tract of land; said 91.592 acre tact bang out of the following tracLw a 23.07 acre tact. an 85.22 acre tract and a 49.89 acre tract out of Padre Island Number 1, as shown on the vacating plat of Padre Island — Corpus Christi Section H Unit 1 and Portions of Padre island No. 1, a map of which is recorded in Volume 52, Pages 60 through 62, Map Records of Nueces County. Texas, and out of a portion of a 224.923 acre tract of land out of Tracts C and D. Padre island No. 1. Padre s'0 "Point of Beginning for freldnote description ne Harbor Boulevard 9, Pgs- couritY. Texas F Nu�1 Vacating Plat of Padre Island — Corpus Christi Section H Unit 1 and Portions of Padre Island No. Vol. 52, Pgs. 60-62. Map Records of Nueces County, Texas mem 7ortu s Avenu Padre Island Number 1 1 Vol 13,��. 1 8, IMap 43 Records of Nueces County Texas S01'16'30'W 1337.62' CP WW 400 0 400 800 URBA GRAPHIC SCALE 0 0 m e. 0 0 r Marina District rsi\ DATE Apr. 19, 2012 SCALE: 1"=400' ENGINEERING JOB NO.: 38808.62.01 CORPUS CHRISTI. TEXAS SHEET: 1 of 1 r.n, ea f45 2725 s., . sr a.sa: rx �swr DRAWN BY: XG • f361) au -3101 Fnr (.6q asr-41 S.aa, „y jadikatgagearokISW5geSLT LOCATIONMAP OF Marina District, Island Walk District, Park District A, Park District B and Resort District - U R B A 19 DATE: APRIL 20, 2012 ENGINEERING SCALE NTS CORPUS CHRISTI. TEXAS JOS NO.: 38808.82.07 SHEETS 1 OF 1 am Na r 2725 Simmer 51. Cows a rr 784oe DRAWN BY: RLG POE OW 11:4-3101 FAX. 6,67) 854-8°611 METES & BOUND DESCRIPTION FOR PROPOSED TAX INCREMENT FINANCE DISTRICT A proposed Tax Increment Finance District In the city limits of the City of Corpus Christi, located in Nueces County, Texas consisting of 1,930.30 acres, more or less, and more particularly described as follows; Beginning at a point, the intersection of the centerline of South Padre Island Drive (Park Road 22) and the present Nueces - Kleberg County line, for the southeasternmost corner of the tract herein described; Thence northwesterly along the present Nueces - Kleberg County line, to its intersection with the centerline of Palmira Avenue, shown on plat of Padre Island No. 1 in Volume 13, Pages 1 through 8, Nueces County, Texas, Map Records, for the southwesternmost corner of this tract; Thence northerly along the centerline of Palmlra Avenue, to its intersection with the centerline of Avant! Avenue, shown on plat of Padre Island -- Corpus Christi, Section 4, in Volume 33, Pages 44 through 47, Nueces County, Texas, Map Records, for an Inside corner of this tract; Thence westerly along the centerline of Avant! Avenue to its Intersection with the southerly extension of the centerline of a 20 foot alley located east of and adjacent to Block 215 of said Padre Island - Corpus Christi, Section 4, for an outside corner of this tract; Thence northerly with the centerline of said 20-foot alley and its northerly extension, to a point on the centerline of Cruiser Street, for an outside corner of this tract; Thence easterly along the centerline of Cruiser Street, to Its Intersection with the southerly extension of the east line of Lot 15, BIoCk 192, Padre Island -- Corpus Christ(, Section 4, for an inside corner of this tract; Thence northerly with the east line of said Lot 15, Block 192, Padre Island -• Corpus Christi, Section 4 and Its northerly extension, to a point 40 feet north of the northeast corner of said Lot 15, for an inside corner of this tract; Thence westerly and southerly along a line that is 40 feet northwest of and parallel to the northwest line of Block 192, Padre Island - Corpus Christi, Section 4, to a point on the north right -of -way line of existing Whitecap Boulevard, for an outside corner of this tract; Thence westerly along the north right -of -way line of existing white Cap Boulevard, to the southwest corner of Block 27A, Padre Island - Corpus Christi, island Fairway Estates, shown on Plat of Record In Volume 46, Pages 208 through 210, Nueces County, Texas, Map Records, for an outside corner of this tract; Metes & Bound Description Page 2 Thence northerly along the west line of said Block 27A, Padre Island - Corpus Christi, Island Fairway Estates, Its curves and its angles, to a point on the south right -of- way fine of existing Commodore's Drive, for an outside corner of this tract; Thence easterly along the south right -of -way line of existing Commodore's Drive, to Its intersection with the southerly extension of the centerline of a 100 -foot wide canal, located west of and adjacent to Blocks 508 through 511, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northerly with the centerline of said 100 -foot wide canal and its northerly extension, to Its intersection with the centerline of another 100 -foot wide canal, located north of and adjacent to Lot 4, Block 502, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record In Volume 39, Pages 164 and 165, Nueces County, Texas, Map Records, for an outside corner of this tract; Thence easterly with the centerline of said 100 -foot wide canal, which Is located north of and adjacent to Lot 4, Block 502, Padre Island -- Corpus Christi, Mariner's Cay, to its Intersection with the southerly extension of the east line of Lot 1, Block 85, Padre Island - Corpus Christi, Mariner's Cay, shown on Plat of Record in Volume 34, Pages 54 and 55, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northerly with said east line of Lot 1, Block 85, Padre Island - Corpus Christi, Mariner's Cay, and its northerly extension, to a point on the centerline of existing Jackfish Avenue, for an inside corner of this tract; Thence westerly along the centerline of sald Jackfish Avenue, to a point on the centerline of existing Ambrosia Street, shown on plat of Padre Island - Corpus Christi, Section 3, In Volume 33, Pages 83 and 84, Nueces County, Texas, Map Records, for an outside corner of this tract; Thence northwesterly along the centerline of existing Ambrosia Street, to its intersection with the centerline of existing Aquarius Street, for an outside corner of this tract; Thence northerly along the centerline of said existing Aquarius Street, to its Intersection with the southeasterly extension of the southwest line common to Lots 46 through 52, Block 72, Padre Island - Corpus Christi, Section 2, shown on Plat of Record In Volume 41, Page 187, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northwesterly with said southwest line common to Lots 46 through 52, Block 72, Padre Island - Corpus Christi, Section 2, to the west corner of said Lot 52, for an outside corner of this tract; Thence northeasterly with the northwest line of said Lot 52, Block 72, Padre Island - Corpus Christi, Section 2, to a point on the southwest right -of -way of existing South Padre Island Drive (Park Road 22) for the north corner of said Lot 52 and a corner of this tract; Metes & Bound Description Page 3 Thence northeasterly crossing said existing South Padre Island Drive (Park Road 22), to a point, for the west corner of Block 1, Padre Island - Corpus Christi, Section 18, shown on Plat of Record In Volume 38, Pages 69 and 70, Nueces County, Texas, Map Records, and a corner of this tract; Thence northeasterly and southeasterly along the boundary line of said Block 1, Padre island - Corpus Christi, Section 18, to a point on the southeast line common to State Tracts 58 and 61, for an inside corner of this tract; Thence northeasterly along said southeast line common to State Tracts 58 and 61, to its intersection with a line that is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, for the northernmost corner of this tract; Thence southeasterly, along said line which is 500 feet northeast of and parallel to the southwesterly shoreline of existing Packery Channel, to its Intersection with the northwesterly extension of the southwest Tine of a 280 -acre tract, more or less, now or formerly owned by Nueces County, Texas, described In Document No. 888926, Nueces County, Texas, Deed Records, for an Inside corner of this tract; Thence southeasterly with the southwest line of said 280-acre tract and its extensions, crossing State Highway 361 and continuing southeasterly to a point on the vegetation line near the shoreline of the Gulf of Mexico, for the east corner of this tract; Thence southwesterly, along said vegetation line, to a point on the southwest line of a 137.73 -acre tract, more or less, now or formerly owned by Eric C. Lower, described In Document No. 956588, Nueces County, Texas, Deed Records, for an inside corner of this tract; Thence southeasterly, with the southwest line of said 137.73 -acre tract, to a point on the shoreline of the Gulf of Mexico, for an outside corner of this tract; Thence southwesterly, along the meanders of the shoreline of the Gulf of Mexico, to its intersection with the easterly extension of the north right -of -way line of Beach Access Road No. 4, for an outside corner of this tract; Thence easterly, with the north right-of-way line of Beach Access Road No. 4 and its extensions, to a point on the centerline of South Padre Island Drive (Park Road 22), for an Inside corner of this tract; Thence southerly along the centerline of said South Padre Island Drive (Park Road 22), to Its intersection with the present Nueces- Kleberg County line, for the point of beginning. Save and except 18.00 acres, more or Tess, described as Padre Island - Corpus Christi, Cane Harbor Bay Subdivision, shown on Plat of Record In Volume 49, Pages 5 and 6, Nueces County, Texas, Map Records; And Metes & Bound Description Page 4 Save and except 91.02 acres, more or Tess, consisting of Nueces County Park No. 2 (Packery Channel Park), a portion of Padre Island No. 1 Subdivision, all of Padre Island No. 2 Subdivision, and a portion of the Nicolas and Juan Jose Baili Survey, Abstract No. 1998, located west of and adjacent to Playa Del Rey, and more particularly described as follows; Beginning at a point of the southwesterly shoreline of existing Packery Channel, a point of intersection with the easterly extension of the south line of Lot 16, Block 34, Padre Island No. 1, shown on Plat of Record in Volume 13, Pages 1 through 8, Nueces County, Texas, Map Records, for the easternmost corner of this tract; Thence westerly with the south line of said Lot 16, Block 34, Padre Island No. 1 and its extensions, to a point on a line that is 120 feet west of and parallel to the west right-of- way line of existing Playa Del Rey, for a southwesterly outside corner of this tract; Thence northwesterly along said line which is 120 feet west of and parallel to the west right -of -way line of existing Playa Del Rey and its northerly extension, to a point on the centerline of existing Verdemar Drive, shown on plat of Padre Island No. 2, In Volume 13, Page 28, Nueces County, Texas, Map Records, for an inside corner of this tract; Thence northwesterly along the centerline of said existing Verdemar Drive, to its Intersection with the centerline of existing Sand Dollar Avenue (formerly Tortugas Avenue), for an outside corner of this tract; Thence northeasterly along the centerline of said existing Sand Dollar Avenue (formerly Tortugas Avenue), to its intersection with the southeast line of Nueces County Park No. 2 (Packery Channel Park), for an inside corner of this tract; • Thence southwesterly along the southeast line of Nueces County Park No. 2 (Packery Channel Park), to a point on the northeast "right -of -way line of existing South Padre Island Drive (Park Road 22), for an outside corner of this tract; Thence northwesterly along the northeast right -of -way line of said South Padre Island Drive (Park Road 22), to its intersection with southeast line of Block 4, Padre Island - Corpus Christi, Section 18, shown no Plat of Record In Volume 105, Page 57, Nueces County, Texas, Map Records, for the south corner of said Block 4 and an outside corner of this tract; Thence northeasterly along said southeast line of Block 4, Padre Island - Corpus Christi, Section 18, to its east corner thereof, for an inside corner of this tract; Thence northwesterly along the northeast line of said Block 4, Padre Island - Corpus Christi, Section 18, to Its north corner thereof, for a point on a line common to Block 2, Padre Island - Corpus Christi, Section 18, shown on Plat of Record in Volume 38, Pages 69 and 70, Nueces County, Texas, Map Records, and Nueces County Park No. 2 (Packery Channel Park), and the west corner of this tract; Thence northeasterly with said line common to Block 2, Padre Island - Corpus Christi, Section 18 and Nueces County Park No. 2 (Packery Channel Park), to a point on the southwesterly shoreline of existing Packery Channel, for the north corner of this tract; Metes & EoUnti DescrlptIon Page 5 Thence southeasterly along the meanders of said southwesterly shoreline of existing Packery Channel, to its Intersection with the easterly extension of the south line of Lot 16, Block 34, Padre Island No. 1, for the point of beginning. • IH:WORDISHAR EDIM ETESITAXINCR.DST} Padre Island Tax increment Finance District Source: Department of Development Services Padre Island - Tax Increment Financing District °it P14; S��t ;Nu,: y Viento del Mar 14 -'14 Pig • Legend r: j1 TIF - Padre Island City of Corpus Christi Development Services Prepared By: D. Bryant AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 DATE: May 9, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson, C.C. Regional Economic Development Corporation (361) 882-7448 mculbertson@ccredc.com Type A Grant for Plant Bikes dba Rugged Cycles CAPTION: A) Ordinance appropriating $200,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Plant Bikes LLC ( "Rugged Cycles ") for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $200,000; and declaring an emergency B) Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and Plant Bikes LLC ( "Rugged Cycles "), which provides a grant of up to $200,000 for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Rugged Cycles Business Incentive Agreement for the creation and retention of jobs PURPOSE: To provide a grant from the Type A fund Rugged Cycles investment and expansion of their headquarters in downtown Corpus Christi. BACKGROUND AND FINDINGS: Rugged Cycles is a home grown small business that offers a chainless and airless tire bicycle for lease to large entities such as colleges or large industrial plants. Rugged Cycles will locate their headquarters here in downtown Corpus Christi. They will purchase their current building and create /retain 25 employees. This was approved by the Type A Board on April 16, 2012. ALTERNATIVES: The company will not invest enough for a tax abatement. The Type A fund is the only incentive that they are eligible for. OTHER CONSIDERATIONS: They are looking at where to locate their headquarters. They have just signed an agreement with Texas A &M University to supply bicycles to their College Station campus. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi EMERGENCY / NON - EMERGENCY: EMERGENCY DEPARTMENTAL CLEARANCES: Budget Finance Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Other ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 50,000 150,000 200,000 BALANCE 50,000 150,000 200,000 Fund(s): Type A Funds RECOMMENDATION Staff recommends that the City Council authorize the City Manager to enter into a five year Type A agreement with Plant Bikes for $200,000. LIST OF SUPPORTING DOCUMENTS: Ordinance Type A Agreement Page 1 of 2 Ordinance Appropriating $200,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Plant Bikes LLC ( "Rugged Cycles ") for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs; Changing the FY 2011- 2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $200,000; and declaring an emergency Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $200,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Rugged Cycles for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs. SECTION 2. That Ordinance No. 029155, which adopted the FY 2011 -2012 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business /Job Development Fund by $200,000 for a business incentive grant from the Type A Corporation to Rugged Cycles for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs. SECTION 3. That upon written request of the Mayor or five Council members, copy attached, the City Council (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of , 2012. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary 001 4 2 afc216de- ad0f- 44cc- 850d- 8065edca1 c7f Joe Adame Mayor Page 2 of 2 Corpus Christi, Texas Day of , 2012 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I /we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Joe Adame Mayor Council Members The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott 001 4 2 afc216de- ad0f- 44cc- 850d- 8065edca1 c7f AGENDA MEMORANDUM for the City Council Meeting of May 22, 2012 DATE: May 9, 2012 TO: Ronald L. Olson, City Manager THROUGH: Toby Futrell, Interim Assistant City Manager FROM: Mike Culbertson, C.C. Regional Economic Development Corporation (361) 882-7448 mculbertson@ccredc.com Type A Grant for Plant Bikes dba Rugged Cycles CAPTION: A) Ordinance appropriating $200,000 from the unreserved fund balance in the No. 1140 Business /Job Development Fund for a business incentive grant from the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") to Plant Bikes LLC ( "Rugged Cycles ") for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs; Changing the FY 2011 -2012 operating budget, adopted by Ordinance No. 029155, by increasing proposed expenditures by $200,000; and declaring an emergency B) Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and Plant Bikes LLC ( "Rugged Cycles "), which provides a grant of up to $200,000 for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Rugged Cycles Business Incentive Agreement for the creation and retention of jobs PURPOSE: To provide a grant from the Type A fund Rugged Cycles investment and expansion of their headquarters in downtown Corpus Christi. BACKGROUND AND FINDINGS: Rugged Cycles is a home grown small business that offers a chainless and airless tire bicycle for lease to large entities such as colleges or large industrial plants. Rugged Cycles will locate their headquarters here in downtown Corpus Christi. They will purchase their current building and create /retain 25 employees. This was approved by the Type A Board on April 16, 2012. ALTERNATIVES: The company will not invest enough for a tax abatement. The Type A fund is the only incentive that they are eligible for. OTHER CONSIDERATIONS: They are looking at where to locate their headquarters. They have just signed an agreement with Texas A &M University to supply bicycles to their College Station campus. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to locate and thrive in Corpus Christi EMERGENCY / NON - EMERGENCY: EMERGENCY DEPARTMENTAL CLEARANCES: Budget Finance Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Other ❑ Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 50,000 150,000 200,000 BALANCE 50,000 150,000 200,000 Fund(s): Type A Funds RECOMMENDATION Staff recommends that the City Council authorize the City Manager to enter into a five year Type A agreement with Plant Bikes for $200,000. LIST OF SUPPORTING DOCUMENTS: Ordinance Type A Agreement Page 1 of 3 Resolution Approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and Plant Bikes LLC ( "Rugged Cycles "), which provides a grant of up to $200,000 for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Rugged Cycles Business Incentive Agreement for the creation and retention of jobs WHEREAS, the Type A Corporation has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ( "City "). WHEREAS, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Rugged Cycles for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs, will best satisfy this goal; WHEREAS, City Council deems that it is in the best interest of the City and citizens to approve the business incentive agreement for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs between the Type A Corporation and Rugged Cycles; WHEREAS, there is a need for a business incentive project support agreement between the City and the Type A Corporation for the implementation and administration of the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Rugged Cycles. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the business incentive agreement for the creation and retention of jobs between the Type A Corporation and Rugged Cycles for the creation and retention of jobs, which is attached to this resolution as Exhibit A, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute a project support agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with Rugged Cycles, which is attached to this resolution as Exhibit B. This resolution takes effect upon City Council approval on this the day of , 2012. 001 5 2 d3174edf- 8a59- 4b0b- 8d16- dc8df6eb746a Page 2 of 3 ATTEST: THE CITY OF CORPUS CHRISTI Armando Chapa City Secretary 001 5 2 d3174edf- 8a59- 4b0b- 8d16- dc8df6eb746a Joe Adame Mayor Page 3 of 3 Corpus Christi, Texas of , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Larry R. Elizondo, Sr. Kelley Allen Priscilla Leal David Loeb John E. Marez Nelda Martinez Mark Scott 001 5 2 d3174edf- 8a59- 4b0b- 8d16- dc8df6eb746a BUSINESS INCENTIVE AGREEMENT BE EEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND PLANT BIKES, LLC FOR THE RETENTION AND CREATION OF JOBS This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Plant Bikes LLC ("Rugged Cycles"), a Texas for profit limited liability corporation. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007; WHEREAS, the Board, on November 9, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and criteria for Granting Business Incentives on November 9, 2010; WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Page 1 of 9 Business Incentive Agreement Rugged Cycles.docx Civil Statutes, requires the City Council to approve all programs and expenditures of the corporation; WHEREAS, Rugged Cycles has their headquarters located here and they assemble bicycles here. They lease these out to large companies and colleges for their employees and/or students; WHEREAS, Rugged Cycles proposes to invest approximately $1.2 million over a two year period; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Rugged Cycles, through this Agreement with Rugged Cycles, to be used by Rugged Cycles to expand their current location and will result in creation of up to 3 new full-time permanent jobs in the City of Corpus Christi and the retention of 12existing full-time jobs with an estimated annual average salary of $47,000, and 10 existing part-time jobs. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Rugged Cycles agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for eight years beginning on the effective date. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed in Exhibit A, which is attached to and incorporated into this Agreement. 4, Job Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages at least as high as the wages required by Section 501.162, Texas Local Government Code, formerly Section 38(b) of the Development Corporation Act of 1979, as amended, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. A full-time permanent job is defined in the Type A Guidelines. c. Rugged Cycles agrees to confirm and document to the Corporation that the minimum number & jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. d. Rugged Cycles agrees to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. Page 2 of 9 Business Incentive Agreement Rugged Cycies.docx e. Rugged Cycles shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 5. Buy Local Provision. a. Rugged Cycles agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. b. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50- mile radius of Nueces County. 6. Warranties. Rugged Cycles warrants and represents to Corporation the following: a. Rugged Cycles is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. B. Rugged Cycles has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Rugged Cycles has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. Rugged Cycles has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The parties executing this Agreement on behalf of Rugged Cycles are duly authorized to execute this Agreement on behalf of Rugged Cycles. 7. Compliance with Laws. Rugged Cycles shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Rugged Cycles covenants and agrees that Rugged Cycles will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. Page 3 of 9 Business Incentive Agreement Rugged Cycles.docx 9. Force Majeure. If the Corporation or Rugged Cycles are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or Rugged Cycles are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 10. Assignment. Rugged Cycles may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 11. Indemnity. Rugged Cycles covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("Indemniteee) against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with Rugged Cycles activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. Rugged Cycles must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 12. Events of Default by Rugged Cycles. The following events constitute a default of this Agreement by Rugged Cycles: a. The Corporation or City determines that any representation or warranty on behalf of Rugged Cycles contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; Page 4 of 9 Business Incentive Agreement Rugged CyclesAncx b. Any judgment is assessed against Rugged Cycles or any attachment or other levy against the property of Rugged Cycles with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Rugged Cycles makes an assignment for the benefit of creditors. d. Rugged Cycles files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Rugged Cycles become delinquent, and Rugged Cycles fails to timely and properly follow the legal procedures for protest or contest. f. Rugged Cycles changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Rugged Cycles is in default according to the terms of this Agreement, the Corporation or City shall notify Rugged Cycles in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Rugged Cycles to cure the event of default. 14. Results of Uncured Default by Rugged Cycles. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Rugged Cycles, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. Rugged Cycles shall immediately repay all funds paid by Corporation to them under this Agreement. b. Rugged Cycles shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Rugged Cycles of all sums due, the Corporation and Rugged Cycles shall have no further obligations to one another under this Ag reement. d. Neither the City, the Corporation, nor Rugged Cycles may be held liable for any consequential damages. 15. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any Page 5 of 9 Business Incentive Agreement Rugged Cycles.docx other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of Rugged Cycles default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Rugged Cycles is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 16. Rugged Cycles specifically agrees that Corporation shall only be liable to Rugged Cycles for the actual amount of the money grants to be conveyed to Rugged Cycles, and shall not be liable to Rugged Cycles for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from Rugged Cycles to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Rugged Cycles: Rugged Cycles Attn: Vince Denais 401 South Water Street Corpus Christi, Texas 78401 Page 6 of 9 Business Incentive Agreement Rugged Cyclesidocx Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 19. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Rugged Cycles will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 21. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 22. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, Page 7 of Business Incentive Agreement Rugged Cycles_docx paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Rugged Cycles. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Eloy Salazar President Armando Chapa Assistant Secretary APPROVED AS TO FORM: day of ,2012. Charlotte Yochem Assistant City Attorney For City Attorney Page 8 of 9 Business Incentive Agreement Rugged Cycles.docx Plant Bikes, LLC By: Vince Denais President Date: 5/2.4 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on, 2012, by Vince Denais, President, for Rugged Cycles, a for profit im d liability corporation, on behalf of the Plant Bikes, LLC. Business Incentive Agreement Rugged Cycles,docx Page 9 of 9 MARY JANE YRARS Notary Public STATE OF TEXAS My Comm. Exp. 11.13 -2012 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Rugged Cycles shall purchase their current location at 401 S Water Street, Corpus Christi, Texas and invest at least $12 million to expand their current location over a two year term. Rugged Cycles shall further, over the term of this Agreement, retain 11 full- time and 8 part-time jobs and create up to 3 new full-time, with an average annual salary of $47,000 for a full-time job and $30,000 for a part-time job as described in the schedule below. Year Number of New Jobs a. 1 Number of Retained Jobs Full/Part Time) 12/10 Annual Payroll 911,000 13/10 14/10 15/10 15/10 972,000 Capital Investment 200,000 1,000,000 1,093,000 1,154,000 1,154,000 The first incentive payment of $50,000 is due within 60 days of when Rugged Cycles closes on their current property as evidenced by the executed closing papers and they have entered into an agreement with Texas A&M University to supply the College Station campus with bicycles as evidenced by a signed agreement, b. The rest of the grant ($150,000) will be paid out within 60 days of the anniversary day, not to exceed $50,000 per year and a cumulative total of $150,000 over three years. c. Should the Company fall below the Performance Standards in any one year, the Company shall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage the Company's performance falls below the Performance Standards. However if the Company falls below 70% then there is no payment for that year. By way of example only: assume a partial Cash Incentive payment is required in the second year of this Agreement and the Performance Standards have not been reached. For the purposes of calculating this reduced Cash Incentive, it is agreed that $120,000 or 80% of the Cash Incentive is being given premised on A-1 Business Incentive Agreement Rugged Cycies.docx the payroll requirements of this Agreement and $30,000 or 20% is attributable to the capital investment requirements. The reduced Cash Incentive shall be calculated as follows: Annual payroll commitment: 2th year: $972,000 2th year actual: $875,000 Percent of Total: 90% Reduced Cash Incentive calculation: 80% x 90% x $50,000 = $36,000 Total Cash Incentive Annual investment commitment: 2th year: $1,000,000 2th year actual: $1,000,000 Percent of Total: 100% Economic Incentive Calculation: 100% X 20% X $50,000 = $10,000 $36,000 4- $10,000 = $46,000 In the 2nd year, the Company would receive a reduced Cash Incentive of $46,000 from the Corporation for not meeting the performance goals for annual payroll requirements. 2. The Corporation will award a grant to Rugged Cycles based on the formula above, payable not later than 90 days after the anniversary of closing on the building of each year if Rugged Cycles makes the required capital investment in buildings, furniture, fixtures and equipment, retains the minimum number of in the preceding year described in paragraph 1 above (collectively, the "annual performance benchmarks"). A-2 Business incentive Agreement Rugged Cycles,docx BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives Project Service Agreement ( "Project Service Agreement ") is entered into between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and the City of Corpus Christi, Texas ( "City "). WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one - eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Type A Corporation's Board of Directors ( "Board "); WHEREAS, the Type A Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ( "Board "), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17, 2009; WHEREAS, the Board, on October 18, 2010, again amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code (formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes), requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Plant Bikes, LLC ( "Rugged Cycles ") has submitted a proposal to the Type A Corporation for a $200,000 grant for locating their headquarters in Corpus Christi; WHEREAS, the Type A Corporation and Rugged Cycles have executed a business incentive project agreement for the creation of jobs related to Rugged Cycles locating their headquarters in Corpus Christi. Page 1 of 3 001 5 4 bd17464a- a164- 47be- ae76- 12e20428beb5 In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A Corporation and the City agree as follows: 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Type A Corporation is executed to implement the Business Incentive Agreement for the Creation of Jobs between the Type A Corporation and Motorglobe related to Motorglobe locating their headquarters in Corpus Christi ( "Business Incentive Agreement "). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. 3. Services to be Provided by City. a. The City Manager, or the City Manager's designee, shall administer funding on behalf of the Type A Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A Corporation. 4. Appropriation of Funds. Any future payments by the City are subject to appropriation of funds by City's Council. 5. Effective Date. The effective date of this Project Service Agreement is January 1, 2013. 6. Amendments or Modifications. No amendments or modifications to this Project Service Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Project Service Agreement or the application of this Project Service Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Project Service Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Project Service Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Project Service Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Project Service Agreement, then the remainder of this Project Service Agreement is not Page 2 of 3 001 5 4 bd17464a- a164- 47be- ae76- 12e20428beb5 affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Project Service Agreement automatically. 8. Captions. The captions in this Project Service Agreement are for convenience only and are not a part of this Project Service Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Service Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Eloy Salazar City Manager President Date: Date: Attest Armando Chapa City Secretary APPROVED AS TO FORM: day of , 2012. Charlotte Yochem Assistant City Attorney For City Attorney Page 3 of 3 001 5 4 bd17464a- a164- 47be- ae76- 12e20428beb5 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his /her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: May 29, 2012 Agenda Item: Resolution approving a business incentive agreement for the creation and retention of jobs between the Corpus Christi Business and Job Development Corporation ( "Type A Corporation ") and Plant Bikes LLC ( "Rugged Cycles "), which provides a grant of up to $200,000 for building improvements to expand their current location in Corpus Christi and the creation and retention of jobs, and authorizing the City Manager or designee to execute a business incentive project support agreement with the Type A Corporation regarding implementation and administration of the Rugged Cycles Business Incentive Agreement for the creation and retention of jobs Amount Required: $200,000 Fund Name Account No. Fund No. Org. No. Project No. Amount CCBJDC 530000 1140 15010 $200,000 Total $200,000 ❑ Certification Not Required Director of Financial Services Date: